elr.info · Author: Mo, Angela Created Date: 2/27/2020 7:43:42 AM

United States of America and the People of the State of California v. Plains All American Pipeline, L.P. and Plains Pipeline, L.P.

Consent Decree

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Assistant Attorney GeneralEnvironment and Natural Resources Division United States Department of JusticeWashington, D.C. 20530BRADLEY R. O’BRIEN (CA Bar Number: 189425)Senior AttorneyANGELA MO (CA Bar Number: 262113)Trial AttorneyEnvironmental Enforcement SectionUnited States Department of Justice301 Howard Street, Suite 1050San Francisco, California 94105Tel: (415) 744-6484;Tel: (202) 514-1707E-mail: [email protected]: [email protected] for Plaintiff United States of America

UNITED STATES DISTRICT COURTCENTRAL DISTRICT OF CALIFORNIA

UNITED STATES OF AMERICA, and the PEOPLE OF THE STATE OF CALIFORNIA, ex rel.DEPARTMENT OF FISH AND WILDLIFE, PEOPLE OF THE STATE OF CALIFORNIA, ex rel. CENTRAL COAST REGIONAL WATER QUALITY CONTROL BOARD, ex rel. CALIFORNIA DEPARTMENT OF PARKS AND RECREATION, ex rel. CALIFORNIA STATE LANDS COMMISSION,ex rel. CALIFORNIA DEPARTMENT OF FORESTRY AND FIRE PROTECTION’S OFFICE OF STATE FIRE MARSHAL, and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA,

Plaintiffs,

v.

PLAINS ALL AMERICAN PIPELINE, L.P. and PLAINS PIPELINE, L.P.,

Defendants.

Civil Action No.2:20-cv-02415CONSENT DECREE

Case 2:20-cv-02415 Document 6-1 Filed 03/13/20 Page 1 of 102 Page ID #:94


Consent Decree

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XAVIER BECERRA Attorney General of California ERIC M. KATZ Supervising Deputy Attorney General MICHAEL ZARRO (CA Bar Number: 110171) JESSICA BARCLAY-STROBEL (CA Bar Number: 280361) Deputy Attorneys General 300 South Spring Street, Suite 1702 Los Angeles, California 90013 Tel: (213) 269-6635 E-mail: [email protected] for Plaintiffs California Department of Fish and Wildlife, Central CoastRegional Water Quality Control Board, and California Department of Forestryand Fire Protection’s Office of State Fire Marshal

XAVIER BECERRA Attorney General of California CHRISTINA BULL ARNDT Supervising Deputy Attorney General NICOLE RINKE (CA Bar Number: 257510) MITCHELL E. RISHE (CA Bar Number: 193503) Deputy Attorney General 300 South Spring Street, Suite 1702 Los Angeles, California 90013 Tel: (213) 269-6394 E-mail: [email protected] for Plaintiffs California Department of Parks and Recreation andCalifornia State Lands Commission

MARGARET WU (CA Bar Number: 116588) Deputy General Counsel BARTON LOUNSBURY (CA Bar Number: 253895) Senior Counsel University of California Office of the General Counsel 1111 Franklin Street, 8th Floor Oakland, California 94607-5200 Tel: (510) 987-9800 E-mail: [email protected] for Plaintiff The Regents of the University of California



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TABLE OF CONTENTS I. BACKGROUND ................................................................................... - 5 -

II. JURISDICTION AND VENUE ............................................................ - 6 -

III. APPLICABILITY ................................................................................. - 7 -

IV. DEFINITIONS ...................................................................................... - 7 -

V. CIVIL PENALTIES ............................................................................ - 13 -

VI. NATURAL RESOURCE DAMAGES ............................................... - 17 -

VII. TRUSTEES’ MANAGEMENT AND APPLICABILITY

OF JOINT NRD FUNDS ............................................................... - 21 -

VIII. TRUSTEES’ MANAGEMENT OF RECREATIONAL

USE FUNDS .................................................................................. - 22 -

IX. INJUNCTIVE RELIEF ....................................................................... - 23 -

X. CORRECTIVE ACTION ORDER ..................................................... - 27 -

XI. STIPULATED PENALTIES .............................................................. - 27 -

XII. FORCE MAJEURE ............................................................................. - 35 -

XIII. DISPUTE RESOLUTION .................................................................. - 37 -

XIV. REPORTING ....................................................................................... - 39 -

XV. CERTIFICATION ............................................................................... - 40 -

XVI. INFORMATION COLLECTION AND RETENTION ...................... - 40 -

XVII. EFFECT OF SETTLEMENT/RESERVATION OF RIGHTS ........... - 43 -

XVIII. TRANSFER AND ACQUISITION OF ASSETS .............................. - 49 -

XIX. COSTS ................................................................................................. - 50 -

XX. NOTICES ............................................................................................ - 51 -

XXI. EFFECTIVE DATE ............................................................................ - 54 -

XXII. RETENTION OF JURISDICTION .................................................... - 54 -

XXIII. MODIFICATION ................................................................................ - 54 -



Consent Decree - ii -

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XXIV. TERMINATION ................................................................................. - 55 -

XXV. PUBLIC PARTICIPATION ................................................................ - 56 -

XXVI. SIGNATORIES/SERVICE ................................................................. - 56 -

XXVII. INTEGRATION .................................................................................. - 57 -

XXVIII. FINAL JUDGMENT ........................................................................... - 57 -

XXIX. 26 U.S.C. SECTION 162(f)(2)(A)(ii) IDENTIFICATION ................ - 57 -



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A. WHEREAS, on or about May 19, 2015, a hazardous liquid pipelineknown as the Line 901 pipeline (“Line 901”) owned and operated by Plains Pipeline, L.P., a wholly owned subsidiary of Plains All American Pipeline, L.P., (jointly, “Plains” or “Defendants”), failed and discharged approximately 2,934 barrels of heavy crude-oil (“Refugio Incident”) in Santa Barbara County, California. A portion of the oil reached the Pacific Ocean and coastal areas such as Refugio State Beach. The Refugio Incident adversely impacted Natural Resources belonging to, managed by, held in trust by, appertaining to, or otherwise controlled by the United States and the State of California (“California” or the “State”).

B. WHEREAS, cleanup actions began immediately after the RefugioIncident at the direction of a Unified Command established by the United States Coast Guard (“USCG”) and the State of California Department of Fish and Wildlife (“CDFW”), Office of Spill Prevention and Response (“OSPR”). The Unified Command was comprised of the United States, State agencies, the County of Santa Barbara, and Plains.

C. WHEREAS, on May 21, 2015, the United States Department ofTransportation’s Pipeline and Hazardous Materials Safety Administration (“PHMSA”) issued Plains a Corrective Action Order (“Original CAO”), CPF No. 5-2015-5011H, which was subsequently amended on June 3, 2015 (“CAOAmendment No. 1”), November 12, 2015 (“CAO Amendment No. 2”), and June16, 2016 (“CAO Amendment No. 3”), (collectively, “the PHMSA CAO”). ThePHMSA CAO directed Plains, among other things, to purge Line 901 and aportion of the adjoining Line 903 pipeline (“Line 903”), between Plains’ Gaviotaand Pentland pump stations, and to keep Line 901 and the purged sections ofLine 903 shut down until the actions required by the PHMSA CAO weresatisfactorily completed.




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D. WHEREAS, on May 19, 2016, PHMSA issued a FailureInvestigation Report, which included PHMSA’s findings of the “proximate or direct” causes and the “contributing” causes of the Refugio Incident.

E. WHEREAS, Defendants reimbursed Plaintiffs’ costs incurred forcleanup, and Plaintiffs have no known unreimbursed claims for cleanup costs arising from the Refugio Incident.

F. WHEREAS, CDFW incurred certain additional costs arising fromthe administration and civil enforcement of pollution laws, including attorneys’ fees that have been reimbursed by Plains.

G. WHEREAS, Plains represents that it has implemented and willcontinue to utilize an electronic tracking tool and software for maintenance activities, including those activities related to mainline valves. The software tracks which maintenance activities are performed, who performs the activity, when prior notifications of maintenance activities by field personnel are received, when problems requiring maintenance are first discovered, and when maintenance problems are corrected. Plains maintains a separate software program to track the training and qualifications of all maintenance personnel.

H. WHEREAS, Plains represents that, following the Refugio Incidentand pursuant to PHMSA’s CAO, Plains performed a comprehensive review of its Emergency Response Plan and Training Program, and revised and updated its Response Plan for Onshore Oil Pipelines for Line 901 and Line 903 (“Bakersfield District Response Zone Plan”) to reflect modifications resulting from the review and the incorporation of lessons learned. As part of the revision, Plains identified the locations of culverts along the pipelines’ rights-of-way and provided containment and recovery techniques for responding to spills that may occur near those culverts. Plains provided drafts of the updated Bakersfield District Response Zone Plan to PHMSA, incorporated comments provided by PHMSA, and received approval of the revised plan from PHMSA on September 26, 2017.




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I. WHEREAS, Plains represents that it also created a more detailedGeographic Information System (“GIS”) based online Tactical Response Plan for its onshore oil pipelines in Southern California, including Line 2000 and the operational portion of Line 903, that, among other things, identifies culverts along the pipelines’ rights-of-way, potential receptors and the equipment, supplies and resources that would be necessary to respond to a spill occurring at any given location along those pipelines, identifies the sources and locations for obtaining those resources, and, in some instances, establishes stored inventories of those resources in specific locations. Plains represents that it intends to keep its Tactical Response Plan updated and available for use in drills and spill response, and that it will make the Tactical Response Plan available to the Plaintiffs upon reasonable request and as needed in connection with a drill or response to a spill.

J. WHEREAS, Plains represents that Plains personnel responding toincidents that trigger the standup of an incident command structure (“ICS”) have been provided ICS training appropriate to their responsibilities.

K. WHEREAS, the relevant Natural Resources trustees (“Trustees”) forthe Refugio Incident are the United States Department of the Interior (“DOI”); United States Department of Commerce, on behalf of the National Oceanic and Atmospheric Administration (“NOAA”); CDFW; California Department of Parks and Recreation (“CDPR”); California State Lands Commission (“CSLC”); and The Regents of the University of California (“UC”).

L. WHEREAS, pursuant to Section 1006 of the Oil Pollution Act(‘‘OPA’’), 33 U.S.C. 2701, et seq., the United States and the State Trustees allege that oil from the Refugio Incident caused injuries to Natural Resources, including birds, marine mammals, shoreline and subtidal habitats, and also had an impact upon human uses of Natural Resources and other public resources. The Federal Trustees are designated pursuant to the National Contingency Plan,




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40 C.F.R. § 300.600 and Executive Order 12777. CDFW and CDPR are designated state trustees pursuant to the National Contingency Plan, 40 C.F.R. § 300.605, and the Governor’s Designation of State Natural Resource Trusteespursuant to Section 1006(b)(3) of OPA and the Comprehensive EnvironmentalResponse, Compensation and Liability Act of 1980. In addition, CDFW has statenatural resource trustee authority pursuant to California Fish and Game Code§§ 711.7 and 1802 and the Lempert-Keene-Seastrand Oil Spill Prevention andResponse Act (California Government Code § 8670.1 et seq.). CDPR and UChave jurisdiction over natural resources within the state park system and the UCNatural Reserve System, respectively, which are held in trust for the people ofthe State of California. CSLC is a state trustee pursuant to its jurisdiction underPublic Resources Code § 6301 and Civil Code § 670.

M. WHEREAS, after the Refugio Incident, the Trustees and Defendantsentered into a cooperative Natural Resource Damage Assessment process pursuant to 15 C.F.R. § 990.14, whereby the Trustees and Defendants jointly and independently planned and conducted a number of injury assessment activities. These activities included gathering and analyzing data and other information that the Trustees used to determine and quantify resource injuries and damages. As a result of this process and other activities, the Trustees identified several categories of injured and damaged Natural Resources, including birds, marine mammals, and shoreline and subtidal habitats, as well as effects to human use/recreation resulting from impacts on these Natural Resources, and determined the cost to restore, rehabilitate, replace, or acquire the equivalent of injured Natural Resources. By entering this Consent Decree, Defendants do not admit or agree that the Trustees’ NRD findings and determinations are accurate.

N. WHEREAS, due to the specific facts surrounding the RefugioIncident, including the timing, degree, and nature of the spill and the affected




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environment, the Trustees will not seek additional damages, costs, or expenses for Natural Resources resulting from the Refugio Incident.

O. WHEREAS, Plains agrees to reimburse costs incurred by theTrustees in connection with the NRDA through November 15, 2018, and will not reimburse costs incurred by the Trustees in connection with the NRDA after that date.

P. WHEREAS, by entering into this Consent Decree, Plains does notadmit the allegations in the Complaint filed in this action, or any liability to the Plaintiffs.

Q. WHEREAS, on January 28, 2019, PHMSA initiated a regularly-scheduled “Integrated Inspection” of a portion of Defendants’ Regulated Pipelines, as described below, and other pipeline facilities and records, pursuant to 49 U.S.C. § 60117.

R. WHEREAS, the Parties agree that settlement of this matter withoutfurther litigation is in the public interest and that the entry of this Consent Decree is the most appropriate means of resolving this action.

S. WHEREAS, the Parties agree and the Court by entering this ConsentDecree finds, that this Consent Decree: (1) has been negotiated by the Parties at arm’s-length and in good faith; (2) will avoid prolonged litigation between the Parties; (3) is fair and reasonable; and (4) furthers the objectives of the federal and state environmental protections, and the federal and state pipeline safety laws.

I. BACKGROUNDThe United States, on behalf of PHMSA, the United States Environmental

Protection Agency (“EPA”), DOI, NOAA, and USCG; and the People of the State of California Ex Relatione CDFW, CDPR, CSLC, UC, the California Central Coast Regional Water Quality Control Board (“RWQCB”), and the California Department of Forestry and Fire Protection’s - Office of the State Fire



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Marshal (“OSFM”), filed a Complaint in this matter pursuant to the Clean Water Act (“CWA”), 33 U.S.C. §§ 1251 et seq., and associated regulations and orders; OPA, 33 U.S.C. §§ 2701 et seq., and associated regulations and orders; the federal Pipeline Safety Laws, 49 U.S.C. §§ 60101 et seq., and associated regulations and orders; the Lempert-Keene-Seastrand Oil Spill Prevention and Response Act, California Government Code §§ 8670.1 et seq. and associated regulations; California Fish and Game Code §§ 2014, 5650, 5650.1, 12016, 13013; California Water Code §§ 13350, 13385; and the Elder California Pipeline Safety Act of 1981, California Government Code §§ 51010 et seq. The Complaint against Plains, inter alia, asserts allegations of violations, and seeks penalties, injunctive relief, and Natural Resource Damages.

NOW, THEREFORE, before the trial of any claims and without adjudication or admission of any issue of fact or law and with the consent of the Parties, IT IS HEREBY ADJUDGED, ORDERED, AND DECREED as follows:

II. JURISDICTION AND VENUE1. This Court has jurisdiction over the subject matter of the United

States’ claims in this action pursuant to Section 311(b)(7)(E) and (n) of the CWA, 33 U.S.C. § 1321(b)(7)(E) and (n), Section 1017(b) of OPA, 33 U.S.C. § 2717(b); Sections 60120 and 60122 of the Pipeline Safety Laws, 49 U.S.C. §§ 60120 and 60122; and 28 U.S.C. §§ 1331, 1345, and 1355. This Court has supplemental jurisdiction over the State law claims pursuant to 28 U.S.C. § 1367. To the extent the OPA presentment requirement described in 33 U.S.C. § 2713 applies, the United States and the State Agencies have satisfied the requirement.

2. Venue is proper in this District pursuant to Section 311(b)(7)(E) ofthe CWA, 33 U.S.C. § 1321(b)(7)(E), Section 1017(b) of OPA, 33 U.S.C. § 2717(b); Section 60120 of the Pipeline Safety Laws, 49 U.S.C. § 60120; and 28 U.S.C. §§ 1391 and 1395(a), because Plains




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does business in this District and the alleged claims occurred in this District. 3. For purposes of this Consent Decree or any action to enforce this

Consent Decree, Defendants consent to the Court’s jurisdiction over this Consent Decree for such action and Defendants consent to venue in this judicial district. For purposes of this Consent Decree and without admission of liability, Defendants agree that the Complaint states claims upon which relief may be granted.

III. APPLICABILITY4. Subject to the terms herein, the obligations of this Consent Decree

apply to and are binding upon the Parties and any successors, assigns, as well as any other entities or persons otherwise bound by law to comply with this Consent Decree.

5. Defendants shall provide a copy of this Consent Decree to allofficers, employees, and agents whose duties might reasonably include ensuring compliance with any provision of this Consent Decree, as well as to any contractor retained for the purpose of performing work required under this Consent Decree. Defendants shall condition any such contract upon performance of the work in conformity with the terms of this Consent Decree by specifying that contractors are obligated to perform work in compliance with this Consent Decree.

6. In any action to enforce this Consent Decree, Defendants shall notraise as a defense the failure by any of their officers, directors, employees, agents, or contractors to take any actions necessary to comply with the provisions of this Consent Decree.

IV. DEFINITIONS7. Terms used in this Consent Decree that are defined in the CWA,

OPA, Pipeline Safety Laws, the Lempert-Keene-Seastrand Oil Spill Prevention and Response Act, and the Elder California Pipeline Safety Act of 1981 shall




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have the meanings assigned to them in these statutes and their regulations, unless otherwise provided in this Consent Decree. Whenever the terms set forth below are used in this Consent Decree, the following definitions shall apply:

“Appendix A” is the set of maps that generally depict Lines 901, 903, and 2000;

“Appendix B” is the Injunctive Relief that Plains is required to perform under this Consent Decree;

“Appendix C” is intentionally left blank; “Appendix D” is the list of remaining corrective actions from the PHMSA

CAO that Plains is still required to implement under this Consent Decree. For the terms of the PHMSA CAO, see https://primis.phmsa.dot.gov/comm/reports/enforce/CaseDetail_cpf_520155011H.html?nocache=4888#_TP_1_tab_1;

“CDFW” shall mean the California Department of Fish and Wildlife and any of its successor departments or agencies;

“CDPR” shall mean the California Department of Parks and Recreation and any of its successor departments or agencies;

“Complaint” shall mean the Complaint filed by the Plaintiffs in this action; “Consent Decree” shall mean this Consent Decree and all Appendices

attached hereto; “Control Room Management Plan” shall mean Plains’ Control Room

Management Plan, dated October 2019, and delivered to PHMSA electronically on October 21, 2019, from counsel for Defendants;

“Control Center General Procedures” shall mean Plains’ Control Center General Procedures, dated October 2019, and delivered to PHMSA electronically on October 21, 2019, from counsel for Defendants;

“CSLC” shall mean the California State Lands Commission and any of its successor departments or agencies;




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“Day” shall mean a calendar day unless expressly stated to be a working day. In computing any period of time under this Consent Decree, the rules set forth in Rule 6 of the Federal Rules of Civil Procedure shall apply;

“Defendants” shall mean Plains All American Pipeline, L.P. and Plains Pipeline, L.P.;

“Delivery Lines” as stated in Appendix B shall mean any pipeline that generally operates to move oil from a delivery meter on a pipeline or facility to another pipeline or facility in close proximity;

“DOI” shall mean the United States Department of the Interior, including its bureaus and agencies, and any of its successor departments or agencies;

“Elder California Pipeline Safety Act” shall mean the Elder California Pipeline Safety Act of 1981, California Government Code §§ 51010 et seq.;

“EPA” shall mean the United States Environmental Protection Agency and any of its successor departments or agencies;

“Effective Date” shall have the definition provided in Section XXI (Effective Date);

“Federal Trustees” shall mean DOI and NOAA in their capacities as Natural Resource Trustees;

“Integrity Management Plan” or “IMP” shall mean Plains’ Integrity Management Plan, dated September 2019, as delivered to PHMSA by letter dated November 19, 2019, from counsel for Defendants;

“Line 901” is Defendants’ 24-inch diameter crude-oil pipeline that extends approximately 10.7 miles in length from the Los Flores Pump Station to the Gaviota Pump Station, in Santa Barbara County, California, as generally depicted in Appendix A;

“Line 903” is Defendants’ 30-inch diameter crude-oil pipeline that extends approximately 129 miles in length from the Gaviota Pump Station in Santa Barbara County, California to the Emidio Pump Station in Kern County,




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California, with intermediate stations at Sisquoc Mile Post 38.5 and Pentland Mile Post 114.57, as generally depicted in Appendix A;

“Line 2000” is Defendants’ 20-inch diameter pipeline that extends approximately 130 miles in length and transports crude-oil produced in the outer continental shelf and the San Joaquin Valley. Line 2000 runs from Bakersfield, California, over the Tehachapi Mountains and through the Grapevine I-5 corridor and extends to delivery locations in the Los Angeles metropolitan area, as generally depicted in Appendix A;

“Mainline pipeline” as stated in Appendix B shall mean the principal pipeline or the parallel pipeline in a given pipeline system, excluding connected lateral lines or branch lines that are used locally to deliver product either into the mainline pipeline from, or out of the mainline pipeline to, a nearby facility or a third-party line;

“Natural Resource” and “Natural Resources” shall mean land, fish, mammals, birds, wildlife, biota, air, water, ground water, drinking water supplies, and other such resources belonging to, managed by, held in trust by, appertaining to, or otherwise controlled by the United States and/or the State or any subdivision thereof, and shall also mean the services provided by such resources to other resources or to humans;

“Natural Resource Damages” or “NRD” shall mean all damages, including restoration or rehabilitation costs, recoverable by the United States or State Trustees for injuries to, destruction of, loss of, or loss of use of, natural resources including any services such natural resources provide, including the reasonable costs of assessing the damage, as described in 33 U.S.C. § 2702(b)(2)(A), resulting from the Refugio Incident;

“Natural Resource Damage Assessment” or “NRDA” shall mean the process of collecting, compiling, and analyzing information, statistics, or data through prescribed methodologies to determine damages for injuries to Natural




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Resources, as described in 15 C.F.R. Part 990, resulting from the Refugio Incident;

“NRD Payment” shall mean the payment Defendants are required to pay for the Natural Resource Damages as described in Section VI (Natural Resource Damages);

“Natural Resource Trustees” or “Trustees” are those federal and state agencies or officials designated or authorized pursuant to the CWA, OPA, and/or applicable state laws to act as Trustees for the Natural Resources belonging to, managed by, controlled by, or appertaining to the United States or the State. Participating Trustees in the Natural Resource Damage Assessment and in this Consent Decree are DOI, NOAA, CDFW, CDPR, CSLC, and UC;

“NOAA” shall mean the National Oceanic and Atmospheric Administration and any of its successor departments or agencies;

“Oil Spill Liability Trust Fund” or “OSLTF” shall mean, inter alia, the fund established pursuant to 26 U.S.C. § 9509, including the claim- reimbursement provisions set forth in 33 U.S.C. § 2712;

“OSFM” shall mean the California Department of Forestry and Fire Protection’s - Office of the State Fire Marshal and any of its successor departments or agencies;

“Paragraph” shall mean a portion of this Consent Decree identified by an Arabic numeral;

“Parties” shall mean the Plaintiffs and Defendants, collectively; “PHMSA” shall mean the United States Department of Transportation,

Pipeline and Hazardous Materials Safety Administration and any of its successor departments or agencies;

“PHMSA Corrective Action Order” or “PHMSA CAO” shall mean the Original CAO issued on May 21, 2015, by PHMSA, which was subsequently amended on June 3, 2015, November 12, 2015, and June 16, 2016;




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“Pipeline Safety Laws” shall mean 49 U.S.C. §§ 60101 et seq., and regulations promulgated thereunder, including 49 C.F.R. Parts 190-199;

“Plaintiffs” shall mean the United States and the State Agencies; “Refugio Incident” shall mean the release of approximately 2,934 barrels

of crude-oil from Plains’ Line 901 Pipeline, in Santa Barbara County, California on or about May 19, 2015;

“Regulated Pipeline” shall mean any pipeline operated by Plains subject to regulation under 49 C.F.R. Subchapter D, 19 California Code of Regulations Div. 1 Ch. 14, or the pipeline safety regulations of any other state certified by PHMSA pursuant to 49 U.S.C. § 60105, but excludes facilities other than pipelines;

“Requests for Information” or “RFI” shall mean PHMSA’s RFIs dated August 19, 2015, August 21, 2015, and September 1, 2016. RFIs shall also refer to PHMSA’s subpoenas issued to Plains dated July 27, 2016 and June 2, 2017;

“Restore” or “Restoration” shall mean any action or combination of actions to restore, rehabilitate, replace or acquire the equivalent of any Natural Resource and its services, including Natural Resource-based recreational opportunities that were injured, lost, or destroyed as a result of the Refugio Incident;

“RWQCB” shall mean the California Central Coast Regional Water Quality Control Board and any of its successor departments or agencies;

“Section” shall mean a portion of this Consent Decree identified by a Roman numeral;

“Segment” as stated in Appendix B shall mean any contiguous portion of a pipeline system for which a single hydrostatic test or ILI may be performed, as determined by Defendants;

“State Agencies” shall mean the People of the State of California, Ex Relatione CDFW, CDPR, CSLC, OSFM, RWQCB, and UC. The State Agencies do not include any entity or political subdivision of the State of California other than those agencies herein designated the “State Agencies”;




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“State Trustees” shall mean CDFW, CDPR, CSLC, and UC in their capacities as Natural Resource Trustees;

“United States” shall mean the United States of America, on behalf of PHMSA, EPA, DOI, NOAA, and USCG;

“UC” shall mean The Regents of the University of California and any of its successor departments or agencies; and

“USCG” shall mean the United States Coast Guard and any of its successor departments or agencies.

V. CIVIL PENALTIESA. Within thirty (30) Days after the Effective Date, Defendants shall pay tothe United States, CDFW, and RWQCB a total civil penalty of twenty-fourmillion dollars ($24,000,000), together with interest accruing from the date onwhich the Consent Decree is lodged with the Court, at a rate specified in 28U.S.C. § 1961 (the “Penalty Payment”). The Penalty Payment shall be allocatedas follows:

8. Penalty Payment to the United States (PHMSA). For violations ofthe Pipeline Safety Laws alleged in the United States’ Complaint, Defendants shall pay to the United States a civil penalty of fourteen million five hundred thousand dollars ($14,500,000), together with a proportionate share of the interest accrued on the Penalty Payment. The Penalty Payment shall be made as follows:

a. Thirteen million two hundred fifty thousand dollars($13,250,000) attributed to Plains’ alleged Pipeline Safety Lawviolations; andb. One million two hundred fifty thousand dollars ($1,250,000)attributed to Plains’ alleged non-compliance with the RFIs.c. Payment shall be made by FedWire Electronic Funds Transfer(“EFT”) to the United States Department of Justice in accordancewith written instructions to be provided to Defendants by the




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Financial Litigation Unit (“FLU”) of the United States Attorney’s Office for the Central District of California Western Division after the Effective Date. The payment instructions provided by the FLU will include a Consolidated Debt Collection System (“CDCS”) number, which Defendants shall use to identify all payments required to be made in accordance with this Consent Decree. The FLU will provide the payment instructions to:

Megan Prout Senior Vice President Commercial Law and Litigation Plains All American Pipeline, L.P. 333 Clay Street, Suite 1600 Houston, TX 77002

on behalf of Defendants. Defendants may change the individual to receive payment instructions on their behalf by providing written notice of such change to the United States in accordance with Section XX (Notices). d. At the time of payment, Defendants shall send a copy of theEFT authorization form and the EFT transaction record, togetherwith a transmittal letter, which shall state the payment is for the civilpenalty owed pursuant to this Consent Decree in the United States ofAmerica and the People of the State of California v. Plains AllAmerican Pipeline, L.P., et al., and shall reference the Civil ActionNumber assigned to this case, CDCS Number, and DOJ case number90-5-1-1-11340, to the United States in accordance with Section XX(Notices).

9. Penalty Payment to the United States (EPA) shared with CDFW andRWQCB. The Penalty Payment shall be allocated as follows:

a. As a CWA penalty for violations of 33 U.S.C. § 1321(b) and




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the California statutes alleged in the Complaint other than California Government Code § 8670.66(b), Defendants shall pay a civil penalty of nine million four hundred fifty thousand dollars ($9,450,000), together with a proportionate share of the interest accrued on the Penalty Payment. The Penalty Payment shall be made as follows:

1) To CDFW, one million twenty-five thousand dollars($1,025,000), together with a proportionate share of theinterest accrued on the Penalty Payment. The PenaltyPayment shall be made by check payable to CaliforniaDepartment of Fish and Wildlife. The check shall be sent byovernight or certified mail to:

California Department of Fish and Wildlife Office of Spill Prevention and Response Attn: Katherine Verrue-Slater, Senior Counsel P.O. Box 160362 Sacramento, California 95816-0362

The check shall reference the “Refugio Oil Spill.” CDFW shall deposit the money as follows: one million dollars ($1,000,000) into the Environmental Enhancement Fund pursuant to California Government Code § 8670.70; and twenty-five thousand dollars ($25,000) into the Fish and Wildlife Pollution Account pursuant to California Fish and Game Code §§ 12017 and 13011. 2) To RWQCB, two million five hundred thousand dollars($2,500,000), together with a proportionate share of theinterest accrued on the Penalty Payment. The PenaltyPayment shall be made by check payable to the “State WaterPollution Cleanup and Abatement Account” and sent to:




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State Water Resources Control Board Division of Administrative Services, ATTN: Civil Liability Payment P.O. Box 1888 Sacramento, California 95812-1888

The check shall reference the “Refugio Oil Spill.” 3) To the United States, five million nine hundred twenty-five thousand dollars ($5,925,000), together with aproportionate share of the interest accrued on the PenaltyPayment, by EFT to the United States Department of Justice, inaccordance with instructions to be provided to Defendants bythe FLU of the United States Attorney’s Office for the CentralDistrict of California Western Division. Such monies are to bedeposited in the OSLTF. The Penalty Payment shall referencethe Civil Action Number assigned to this case, DOJ casenumber 90-5-1-1-11340, and USCG reference numbers FPNsA15017 and A15018, and shall specify that the payment ismade for CWA civil penalties to be deposited into the OSLTFpursuant to 33 U.S.C. § 1321(s), Section 4304 of Pub. L. No.101-380, and 26 U.S.C. § 9509(b)(8). Any funds received after11:00 a.m. Eastern Standard Time shall be credited on the nextbusiness day. Defendants shall simultaneously provide noticeof payment in writing, together with a copy of any transmittaldocumentation to EPA and the United States in accordance withSection XX (Notices) of this Consent Decree, and to EPA byemail to [email protected] and to EPA and theNational Pollution Funds Center at the following addresses:




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U.S. Environmental Protection Agency Cincinnati Finance Office 26 Martin Luther King Drive Cincinnati, Ohio 45268 and Patricia V. Kingcade Attorney Advisor National Pollution Funds Center U.S. Coast Guard 2703 Martin Luther King Jr. Avenue SE Washington, D.C. 20593-7605

10. Penalty Payment to be Paid to CDFW. For alleged violations ofCalifornia Government Code § 8670.25.5, Defendants shall pay a civil penalty pursuant to California Government Code § 8670.66(b) of fifty thousand dollars ($50,000) together with a proportionate share of the interest accrued on the Penalty Payment. The Penalty Payment shall be made by check payable to California Department of Fish and Wildlife. The check shall be sent by overnight or certified mail to:

California Department of Fish and Wildlife Office of Spill Prevention and Response Attn: Katherine Verrue-Slater, Senior Counsel P.O. Box 160362 Sacramento, California 95816-0362

The check shall reference the “Refugio Oil Spill.” CDFW shall deposit the money into the Environmental Enhancement Fund pursuant to California Government Code § 8670.70.

11. Defendants shall not deduct or capitalize any penalties paid underthis Section or under Section XI (Stipulated Penalties) in calculating their federal or state income taxes.

VI. NATURAL RESOURCE DAMAGES12. Within thirty (30) Days after the Effective Date, Defendants shall

pay an NRD Payment of twenty-two million three hundred twenty-five thousand




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dollars ($22,325,000) together with interest accruing from November 16, 2018, at a rate specified in 28 U.S.C. § 1961. The NRD Payment shall be allocated as follows:

a. To DOI, eighteen million four hundred twenty-two thousanddollars ($18,422,000) together with a proportionate share of theinterest accrued on the NRD Payment. Such payment shall be usedby the Trustees for the purposes set forth in Section VII (Trustees’Management and Applicability of Joint NRD Funds). Defendantsshall make such payment by EFT to the United States Department ofJustice in accordance with instructions that the FLU of the UnitedStates Attorney’s Office for the Central District of CaliforniaWestern Division shall provide to Defendants following theEffective Date of this Consent Decree by this Court. At the time ofpayment, Defendants shall simultaneously send written notice ofpayment and a copy of any transmittal documentation to theTrustees in accordance with Section XX (Notices) of this ConsentDecree and to:

Department of the Interior Natural Resource Damage Assessment and

Restoration Program Attention: Restoration Fund Manager 1849 “C” Street, N.W. Mail Stop 4449 Washington, D.C. 20240

The EFT and transmittal documentation shall reflect that the payment is being made to the Department of the Interior Natural Resources Damage Assessment and Restoration Fund (“Restoration Fund”), Account Number 14X5198. DOI will maintain these funds as a segregated subaccount named REFUGIO BEACH OIL SPILL NRD Subaccount within the Restoration Fund.




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b. To CDPR, two million eighty-four thousand dollars($2,084,000) together with a proportionate share of the interestaccrued on the NRD Payment, for deposit into the State ParkContingent Fund. Payment shall be made by check payable to theCalifornia Department of Parks and Recreation. At the time ofpayment, Defendants shall simultaneously send written notice ofpayment and a copy of any transmittal documentation to theTrustees in accordance with Section XX (Notices) of this ConsentDecree. The check shall be sent by overnight or certified mail to:

The California Department of Parks and Recreation

Attn: Laura Reimche, Senior Counsel 1416 Ninth Street, Room 1404-6 Sacramento, California 95814

The check shall reference the “Refugio Beach Oil Spill” and reflect that it is a payment to the State Parks Contingent Fund. CDPR shall use such monies to fund appropriate projects within State Parks’ properties from Gaviota to El Capitan State Park to compensate for recreation losses resulting from the Refugio Incident. CDPR shall manage such monies in accordance with Section VIII (Trustees’ Management of Recreational Use Funds). c. To the National Fish and Wildlife Foundation (“NFWF”), onemillion seven hundred ninety-three thousand dollars ($1,793,000)together with a proportionate share of the interest accrued on theNRD Payment, on behalf of the State Trustees for deposit into theCalifornia South Coast Shoreline Parks and Outdoor RecreationalUse Account established by NFWF. Payment shall be made bycheck payable to the National Fish and Wildlife Foundation. At thetime of payment, Defendants shall simultaneously send written




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notice of payment and a copy of any transmittal documentation to the Trustees in accordance with Section XX (Notices) of this Consent Decree. The check shall be sent by overnight or certified mail to:

California Department of Fish and Game Office of Spill Prevention and Response Attn: Katherine Verrue-Slater, Senior Counsel P.O. Box 160362 Sacramento, California 95816-0362

The check shall reference the “Refugio Beach Oil Spill” and reflect that it is a payment to the California South Coast Shoreline Parks and Outdoor Recreational Use Account. The California South Coast Shoreline Parks and Outdoor Recreational Use Account shall be managed in accordance with the South Coast Shoreline Parks and Outdoor Recreational Use Account Memorandum of Agreement among the State Trustees and NFWF and shall be used by the Trustees for the purposes set forth in Section VIII (Trustees’ Management of Recreational Use Funds). d. To UC, twenty-six thousand dollars ($26,000) together with aproportionate share of the interest accrued on the NRD Payment, fordeposit into Natural Reserve System Account. Payment shall bemade by check payable to The Regents of the University ofCalifornia. At the time of payment, Defendants shall simultaneouslysend written notice of payment and a copy of any transmittaldocumentation to the Trustees in accordance with Section XX(Notices) of this Consent Decree. The check shall be sent byovernight or certified mail to:


United States of America and the People of the State of California v.Plains All American Pipeline, L.P. and Plains Pipeline, L.P.


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The Regents of the University of California Attn: Michael Kisgen, Associate Director Natural Reserve System University of California, Office of the President 1111 Franklin Street, 6th Floor Oakland, California 94607-5200

The check shall reference the “Refugio Beach Oil Spill” and reflect that it is a payment to the Natural Reserve System Account. The University of California Natural Reserve System will administer the monies to fund projects selected by the University of California in coordination with the Trustees. The projects shall address the research, education, and outreach missions of the University of California. UC shall manage such monies in accordance with Section VIII (Trustees’ Management of Recreational Use Funds).

13. The NRD Payment is in addition to the NRDA costs incurred by theTrustees through November 15, 2018, which have been separately reimbursed by Defendants. To date, Plains has paid approximately ten million dollars ($10,000,000) for NRDA costs incurred by the Trustees through November 15, 2018.

VII. TRUSTEES’ MANAGEMENT AND APPLICABILITY OF JOINTNRD FUNDS

14. DOI shall, in accordance with law, manage and invest funds in theREFUGIO BEACH OIL SPILL NRD Subaccount, paid pursuant to Paragraph 12, and any return on investments or interest accrued on the REFUGIO BEACH OIL SPILL NRD Subaccount for use by the Natural Resource Trustees in connection with Restoration of Natural Resources affected by the Refugio Incident. DOI shall not make any charge against the REFUGIO BEACH OIL SPILL NRD Subaccount for any investment or management services provided.

15. DOI shall hold all funds in the REFUGIO BEACH OIL SPILL NRD




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Subaccount, including return on investments or accrued interest, subject to the provisions of this Consent Decree.

16. The Natural Resource Trustees commit to the expenditure of thefunds set forth in Paragraph 12 for the design, implementation, permitting (as necessary), monitoring, and oversight of Restoration projects and for the costs of complying with the requirements of the law to conduct a Restoration planning and implementation process. The Natural Resource Trustees will use the funds to Restore, rehabilitate, replace or acquire the equivalent of any Natural Resource and its services, including lost human use of such services, injured, lost, or destroyed as a result of the Refugio Incident and for the administration and oversight of these Restoration projects.

17. The specific projects or categories of projects will be contained in aRestoration Plan prepared and implemented jointly by the Trustees, for which public notice, opportunity for public input, and consideration of public comment will be provided. Plains shall have no responsibility nor liability for implementation of the Restoration Plan or projects relating to the Refugio Incident, including any future project costs other than the payments set forth in Section VII herein. The Trustees jointly retain the ultimate authority and responsibility to use the funds in the REFUGIO BEACH OIL SPILL NRD Subaccount to Restore Natural Resources in accordance with applicable law, this Consent Decree, and any memorandum or other agreement among them.

VIII. TRUSTEES’ MANAGEMENT OF RECREATIONAL USEFUNDS

18. CDPR shall allocate the monies paid pursuant to Paragraph 12 forprojects providing human use benefits and for the oversight of those projects in accordance with a Restoration Plan prepared and implemented jointly by the Trustees, this Consent Decree, and in accordance with applicable law and any Trustee memorandum or other agreement among them.




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19. The State Trustees shall allocate the funds in the Recreational UseAccount held by NFWF for projects providing human use benefits and for the oversight of those projects in accordance with a Restoration Plan prepared and implemented jointly by the Trustees, this Consent Decree, and in accordance with applicable law and any Trustee memorandum or other agreement among them.

20. UC shall allocate the monies paid pursuant to Paragraph 12 forresearch, education, and outreach projects in accordance with a Restoration Plan prepared and implemented jointly by the Trustees, this Consent Decree, and in accordance with applicable law and any Trustee memorandum or other agreement among them.

IX. INJUNCTIVE RELIEF21. Plains agrees to implement the injunctive relief set forth in

Appendix B to this Consent Decree for Plains’ Regulated Pipelines. 22. Material Changes to Plains’ IMP.

a. Plains’ Integrity Management Plan shall serve as the baselineIMP for purposes of this Consent Decree. Plains agrees that it willnot make any material changes to the following parts of the IMPthroughout the term of this Consent Decree without following theprocess set forth in this Paragraph:

1) Procedure for the Assessment of In-Line Inspection(“ILI”) Results;2) Section 9.5, “Continual Evaluation and Assessment ofPipeline Integrity;”3) White Papers 32-200.09-S001, “Reassessment IntervalDetermination on Pipelines with Possible Shielded Coatings,”and 32-200.09-S002, “Reassessment Interval Determination onPipelines with Possible Corrosion Under Insulation;”




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4) Section 11.3, “Conducting Preventive and MitigativeEvaluation Meetings;”5) Section 11.4, “Documentation of P&M EvaluationMeetings;” and6) Section 11.6, “Implementation of P&MRecommendations.”

For purposes of this Paragraph, the term “material change” refers to any substantive modification in the IMP Procedures that could affect the outcome or effect of a particular procedure or requirement. b. At least thirty (30) Days prior to making a material change tothe above sections of the IMP, Defendants shall provide writtennotice to PHMSA that includes a copy of the proposed change(s). Inthe event PHMSA provides a written objection to Defendants’ noticeprior to the effective date of the material change and they cannotinformally resolve the matter, Defendants shall have the right tosubmit the issue to Dispute Resolution (Section XIII).c. In the event Plains cannot reasonably provide the thirty (30)Day notice of material modification to the IMP described inSubparagraph 22.b due to an unanticipated emergency, Plains shallprovide written notice to PHMSA within seven (7) Days of thematerial change, stating the basis for the abbreviated notice. In theevent PHMSA provides a written objection to Defendants’modification, Defendants shall have the right to submit the issue toDispute Resolution (Section XIII).d. In the event PHMSA provides a written objection to amaterial modification of Defendants’ IMP, PHMSA and Defendantsshall have sixty (60) Days for informal consultation. The partiesmay mutually agree to extend the period by no more than thirty (30)




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Days. Following the notice period specified in Subparagraphs 22.b and 22.c, Defendants may implement the modification until the dispute is resolved. If the dispute is not resolved as a result of the informal consultation, PHMSA or Defendants may invoke Dispute Resolution pursuant to Section XIII. Stipulated penalties shall not accrue during the informal consultation period described in this Paragraph.

23. Material Changes in Control Room Management Plan and ControlCenter General Procedures.

a. Plains’ Control Room Management Plan and Control CenterGeneral Procedures (collectively, “Control Center Plan andProcedures”) shall serve as the baseline Control Center Plan andProcedures for purposes of this Consent Decree. Plains agrees that itwill not make any material changes to sections 6.5.5, 6.6.8, 8, 9.6.4,9.6.9, 9.6.13, and 9.6.14 of its Control Room Management Plan andprocedures 100-2, 100-8, 100-9, 200-1, 300-1, 300-3, 300-5, 400-0,and 500-12 of its Control Center General Procedures throughout theterm of this Consent Decree without following the process set forthin this Paragraph. For purposes of this Paragraph, the term “materialchange” refers to any substantive modification in the Control CenterPlan and Procedures that could affect the outcome or effect of aparticular procedure or requirement.b. At least thirty (30) Days prior to making a materialmodification to the above sections of its Control RoomManagement Plan and Control Center General Procedures,Defendants shall provide written notice to PHMSA that includes acopy of the proposed change(s). In the event PHMSA provides awritten objection to Defendants’ notice prior to the effective date of




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the material change(s), Defendants shall have the right to submit the issue to Dispute Resolution (Section XII). c. In the event Plains cannot reasonably provide the thirty (30)Day notice of material modification to the Control RoomManagement Plan and Control Center General Procedures describedin Subparagraph 23.b due to an unanticipated emergency, Plainsshall provide written notice to PHMSA within seven (7) Days of thematerial modification, stating the basis for the abbreviated notice. Inthe event PHMSA provides a written objection to Defendants’modification, Defendants shall have the right to submit the issue toDispute Resolution (Section XIII).d. In the event PHMSA provides a written objection to amaterial modification of Defendants’ Control Room ManagementPlan and Control Center General Procedures, PHMSA andDefendants shall have sixty (60) Days for informal consultation.The parties may mutually agree to extend the period by no morethan thirty (30) Days. Following the notice period specified inSubparagraphs 23.b and 23.c, Defendants may implement themodification until the dispute is resolved. If the dispute is notresolved as a result of the informal consultation, PHMSA orDefendants may invoke Dispute Resolution pursuant to Section XIII.Stipulated penalties shall not accrue during the informal consultationperiod described in this Paragraph.

24. Where any compliance obligation under this Consent Decree requiresDefendants to obtain a federal, state, or local permit or approval, Defendants shall submit timely applications and take all other actions reasonably necessary to obtain all such permits or approvals. Defendants may seek relief under the provisions of Section XII (Force Majeure) for any delay in the performance of any such




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obligation resulting from a failure to obtain, or a delay in obtaining, any permit or approval required to fulfill such obligation, if Defendants have submitted timely applications and have taken all other actions reasonably necessary to obtain all such permits or approvals.

X. CORRECTIVE ACTION ORDER25. Upon the Effective Date of this Consent Decree, the PHMSA CAO

shall close and be of no further force or effect. All outstanding terms and obligations under the PHMSA CAO as of the Effective Date and which Plains is still required to implement under this Consent Decree are set forth in Appendix D.

XI. STIPULATED PENALTIES26. Unless excused under Section XII (Force Majeure), Defendants shall

be liable for stipulated penalties for violations of this Consent Decree as specified below. A violation includes failing to perform any obligation required by the terms of this Consent Decree according to all applicable requirements of this Consent Decree and within the specified time schedules established by or approved under this Consent Decree.

27. Late Payment of Civil Penalties and NRD Payment.a. If Defendants fail to pay any portion of the Penalty Paymentto the United States required under Section V (Civil Penalties) whendue, Defendants shall pay to the United States a stipulated penalty often thousand dollars ($10,000) per Day for each Day payment islate.b. If Defendants fail to pay any portion of the Penalty Paymentto the CDFW and/or RWQCB as required under Section V (CivilPenalties) when due, Defendants shall pay to the CDFW and/orRWQCB a stipulated penalty of ten thousand dollars ($10,000) each,as applicable, per Day for each Day payment is late.c. If Defendants fail to pay any portion of the NRD Payments




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required under Section VI (Natural Resource Damages) when due, Defendants shall pay a stipulated penalty of five thousand dollars ($5,000) to the United States, and five thousand dollars ($5,000) to the State Trustees, per Day for each Day payment is late.

28. Stipulated Penalties for Non-Performance of Injunctive Relief.Unless excused under Section XII (Force Majeure), the stipulated penalties described in this Paragraph shall accrue per violation per Day for Defendants’ failure to perform the following injunctive relief required under Section IX (Injunctive Relief) when due:

a. For failure to timely submit to OSFM the applications forState waivers as specified in paragraphs 1.A, 1.B, 1.C, and 1.D ofAppendix B;b. For failure to implement the Integrity Management provisionsas specified in paragraphs 4.A.1.a, e, f, g, h, and 4.A.2 of AppendixB;c. For failure to timely submit to OSFM the EFRD analyses asspecified in paragraphs 5.A-5.B of Appendix B;d. For failure to timely submit to OSFM the risk analysis asspecified in paragraph 6.A of Appendix B;e. For failure to timely submit to PHMSA the modified Section9.5 of Plains’ IMP, as specified in paragraph 9.A.3 of Appendix B;f. For failure to timely submit to PHMSA the modified P&MRecommendation forms, as specified in paragraph 9.B of AppendixB;g. For failure to timely conduct EFRD analyses for all RegulatedPipelines for which Plains has not previously conducted an EFRDanalysis, as specified in paragraph 10.A of Appendix B;




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h. For failure to timely have in place revised valve maintenanceprocedures, as specified in paragraph 10.B of Appendix B;i. For failure to timely create a list of rupture detection methodsutilized, as specified in paragraph 11.A of Appendix B;j. For failure to timely conduct annual training for controllers onattributes and benefits of various methods of leak detection,including Analog High/Low Threshold, Alarm Deadband, CreepDeviation, and Analog Rate of Change, as specified in paragraph11.B of Appendix B;k. For failure to timely submit to PHMSA the computationalpipeline monitoring (“CPM”) systems analysis, as specified inparagraph 11.C of Appendix B;l. For failure to timely submit to PHMSA the selection of leakdetection method procedure, as specified in paragraph 11.D ofAppendix B;m. For failure to hold or document periodic (at least annual)meetings regarding potential improvements to leak detection, asprovided in paragraph 11.E of Appendix B;n. For failure to timely have in place a procedure for trackingwhen instrumentation has been impeded, as provided in paragraph11.F of Appendix B;o. For failure to complete, prior to resuming operations on Lines901 or 903, the items identified in paragraph 12.A.1-4 of AppendixB;p. For failure to timely submit to OSFM confirmation that allalarm descriptors are accurate, as specified in paragraph 12.B ofAppendix B;q. For failure to timely conduct the surveys and update the




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emergency response plans, as specified in paragraph 13.B.1 of Appendix B; r. For failure to timely provide emergency response training toemployees, as specified in paragraph 13.B.2 of Appendix B;s. For failure to timely provide control room supervisor training,as specified in paragraph 13.B.4 of Appendix B;t. For failure to timely submit to PHMSA and/or OSFM, and/orOSPR, as applicable, notice of drills, as specified in paragraph13.B.5 of Appendix B, provided that the penalty under thissubsection shall not exceed one Day per drill;u. For failure to timely submit to PHMSA the third-party SafetyManagement System report, as specified in paragraph 14.A.1 ofAppendix B;v. For failure to timely review and revise the drug and alcoholmisuse plans, as specified in paragraph 15 of Appendix B;w. For failure to timely submit to PHMSA notice of any materialmodification to the IMP, as required by Paragraph 22; andx. For failure to timely submit to PHMSA notice of any materialmodification to the Control Room Management Plan or ControlCenter General Procedures, as required by Paragraph 23;y. The penalties stipulated in this Section shall accrue asfollows:

Penalty Per Violation Per Day Period of Noncompliance

$2,000 penalty per Day 1st to 30th Day

$4,000 penalty per Day 31st to 60th Day

$5,500 penalty per Day 61st Day and beyond




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29. Stipulated Penalties for Non-Compliance with Corrective ActionOrder Terms. Unless excused under Section XII (Force Majeure), the stipulated penalties described in this Paragraph shall accrue per violation per Day for Defendants’ failure to perform the following injunctive relief required under Section X (Corrective Action Order) when due:

a. For operation of Line 901 in violation of paragraph 1.a ofAppendix D;b. For failure to timely submit to OSFM a Line 901 Restart Plan,as specified by paragraph 1.b of Appendix D;c. For failure to comply with the operating pressure restriction,including requirements for removal of the pressure restriction, forLine 901 specified by paragraphs 1.c and 1.d of Appendix D;d. For operation of Line 903, in violation of paragraph 1.e ofAppendix D;e. For failure to timely submit to OSFM a Line 903 Restart Plan,as specified by paragraph 1.f of Appendix D;f. For failure to comply with the operating pressure restriction,including requirements for removal of the pressure restriction, forLine 903 specified by paragraphs 1.g and 1.h of Appendix D;g. For failure to timely submit to OSFM any notificationspecified by paragraph 1.i of Appendix D; andh. For failure to submit to OSFM a final Appendix DDocumentation Report, as specified by paragraph 1.j of Appendix D.i. The penalties stipulated in this Section shall accrue asfollows:




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Penalty Per Violation Per Day Period of Noncompliance

$2,000 penalty per Day 1st to 30th Day $4,000 penalty per Day 31st to 60th Day

$5,500 penalty per Day 61st Day and beyond

30. Defendants shall pay stipulated penalties due pursuant to thisSection within thirty (30) Days of a written demand.

31. For stipulated penalties accrued pursuant to Subparagraphs 27.a,28.e, 28.f, 28.g, 28.h, 28.i, 28.j, 28.k, 28.l, 28.m, 28.n, 28.s, 28.t, 28.u, 28.v, 28.w,or 28.x of this Consent Decree, the United States shall have the right to issue awritten demand for stipulated penalties, and Defendants must pay to the UnitedStates the full amount of any stipulated penalties due and will not be liable to theState Agencies for any such stipulated penalties.

32. For stipulated penalties accrued pursuant to Subparagraph 27.b ofthis Consent Decree, only CDFW and RWQCB shall have the right to issue a written demand for stipulated penalties and Defendants must pay to the CDFW and RWQCB the full amount of any stipulated penalties due and will not be liable to United States for any such stipulated penalties.

33. For stipulated penalties accrued pursuant to Subparagraphs 28.a,28.b, 28.c, 28.d, 28.o, 28.p, or Paragraph 29 of this Consent Decree, only OSFMshall have the right to issue a written demand for stipulated penalties, andDefendants must pay to OSFM the full amount of any stipulated penalties dueand will not be liable to United States for any such stipulated penalties.

34. For stipulated penalties accrued pursuant to Paragraphs 28.q, 28.r,28.t, or Paragraph 30 of this Consent Decree, the United States, CDFW, OSFM,or all, may demand stipulated penalties by sending a joint or individual writtendemand to Defendants, with a copy simultaneously sent to the other Plaintiff(s).




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a. Where only one or two of the Plaintiffs referenced inParagraph 35 demand stipulated penalties under Paragraph 35, acopy of the demand will simultaneously be sent to the remainingPlaintiff(s) and they will have forty-five (45) Days to join in thedemand.b. Where multiple Plaintiffs referenced in Paragraph 35 demandstipulated penalties for the same violation, Defendants shall pay fifty(50) percent to each of the demanding Plaintiffs (when two Plaintiffsjoin in the demand); one third to each demanding Plaintiff (when allthree Plaintiffs join in the demand); or as allocated by the UnitedStates, CDFW, and OSFM.c. Where only one Plaintiff referenced in Paragraph 35 demandsstipulated penalties, and the other Plaintiffs do not join in thedemand within forty-five (45) Days of receiving the demand,Defendants shall pay one hundred (100) percent to the Plaintiffmaking the demand.d. If a Plaintiff joins in the demand within forty-five (45) Daysbut subsequently elects to waive or reduce stipulated penalties, inaccordance with Paragraphs 38 or 39 for that violation, Defendantsshall not be liable for such portion of the stipulated penalties waivedor reduced by such Plaintiff and shall be liable for any stipulatedpenalties due to the other Plaintiffs joining such demand pursuant tothe allocation set forth in Subparagraph 34(b).

35. For stipulated penalties arising from a failure to perform obligationspursuant to Subparagraph 27.c, the United States and the State Trustees may demand stipulated penalties by sending a joint written demand to Defendants.

36. For all payments made pursuant to this Section, Defendants mustfollow the payment instructions set forth in Section V (Civil Penalties). Any




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transmittal correspondence shall state that payment is for stipulated penalties and shall identify the date of the written demand to which the payment corresponds.

37. Stipulated penalties under this Section shall begin to accrue on theDay after the performance is due or on the day a violation occurs, whichever is applicable, and shall continue to accrue until performance is satisfactorily completed, or until the violation ceases. Stipulated penalties shall accrue simultaneously for separate violations of this Consent Decree.

38. The United States may, in the unreviewable exercise of itsdiscretion, reduce or waive stipulated penalties otherwise due to the United States under this Consent Decree.

39. The applicable State Agencies may, in the unreviewable exercise oftheir discretion, reduce or waive stipulated penalties otherwise due to the applicable State Agencies under this Consent Decree.

40. Stipulated penalties shall continue to accrue as provided inParagraphs 27 through 29, during any Dispute Resolution, but need not be paid until the following:

a. If the dispute is resolved by agreement or by a decision of theUnited States or the State Agencies, as applicable, that is notappealed to the Court, Defendants shall pay accrued penaltiesdetermined to be owing to the United States or the State Agencies,as applicable, together with interest, within thirty (30) Days of theeffective date of the agreement or the receipt of the United States’ orthe State Agencies’ decision.b. If the dispute is appealed to the Court and the Plaintiffsprevail in whole or in part, Defendants shall pay all accruedpenalties determined by the Court to be owing, together withinterest, within sixty (60) Days of receiving the Court’s decision ororder, except as provided in Subparagraph c, below.




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c. If any Party appeals the Court’s decision and a Plaintiffprevails in whole or in part, Defendants shall pay all accruedpenalties determined to be owing, together with interest, withinfifteen (15) Days of receiving the final appellate court decision.

41. If Defendants fail to pay stipulated penalties according to the termsof this Consent Decree, Defendants shall be liable for interest on such penalties, as provided for in 28 U.S.C. § 1961, accruing as of the date payment became due. Nothing in this Paragraph shall be construed to limit the United States or the State Agencies from seeking any remedy otherwise provided by law for Defendants’ failure to pay any stipulated penalties.

42. The payment of stipulated penalties, if any, shall not alter in anyway Defendants’ obligation to complete the performance of the requirements of this Consent Decree.

43. Subject to the provisions of Section XVII (Effect ofSettlement/Reservation of Rights) of this Consent Decree, the stipulated penalties provided for in this Consent Decree shall be in addition to any other rights, remedies, or sanctions available to the United States or the State Agencies (including, but not limited to, statutory penalties, additional injunctive relief, mitigation or offsets measures, and/or contempt) for Defendants’ violation of this Consent Decree or applicable laws.

XII. FORCE MAJEURE44. “Force Majeure,” for purposes of this Consent Decree, is defined as

any event arising from causes beyond the control of Defendants, of any entity controlled by Defendants, or of Defendants’ contractors that delays or prevents the performance of any obligation under this Consent Decree despite Defendants’ best efforts to fulfill the obligation. The requirement that Defendants exercise “best efforts to fulfill the obligation” includes using best efforts to anticipate any potential Force Majeure event and best efforts to address the effects of any




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potential Force Majeure event (a) as it is occurring and (b) following the potential Force Majeure, such that the delay and any adverse effects of the delay are minimized. “Force Majeure” does not include Defendants’ financial inability to perform any obligation under this Consent Decree.

45. If any event occurs or has occurred that may delay the performanceof any obligation under this Consent Decree, whether or not caused by a Force Majeure event, Defendants shall provide notice orally or by electronic transmission to the relevant Plaintiff(s), within five (5) Days of when Defendants first knew that the event might cause a delay. Within ten (10) Days thereafter, Defendants shall provide in writing to such Plaintiffs an explanation and description of the reasons for the delay; the anticipated duration of the delay; the actions taken or to be taken to prevent or minimize the delay; a schedule for implementation of any measures to be taken to prevent or mitigate the delay or the effect of the delay; Defendants’ rationale for attributing such delay to a Force Majeure event if it intends to assert such a claim; and a statement as to whether, in the opinion of Defendants, such event may cause or contribute to an endangerment to public health, welfare or the environment. Defendants shall provide with any notice the documentation that Defendants are relying on to support the claim that the delay was attributable to a Force Majeure event. Failure to comply with the above requirements shall preclude Defendants from asserting any claim of Force Majeure for that event for the period of time of such failure to comply, and for any additional delay caused by such failure. Defendants shall be deemed to know of any circumstance of which Defendants, any entity controlled by Defendants, or Defendants’ contractors knew or should have known.

46. If Plaintiffs agree that the delay or anticipated delay is attributable toa Force Majeure event, the time for performance of the obligations under this Consent Decree that are affected by the Force Majeure event will be extended by




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Plaintiffs for such time as is necessary to complete those obligations. An extension of the time for performance of the obligations affected by the Force Majeure event shall not, of itself, extend the time for performance of any other obligation. Plaintiffs will notify Defendants in writing of the length of the extension, if any, for performance of the obligations affected by the Force Majeure event.

47. If Plaintiffs do not agree that the delay or anticipated delay has beenor will be caused by a Force Majeure event, Plaintiffs will notify Defendants in writing of their decision.

48. If Defendants elect to invoke the Dispute Resolution procedures setforth in Section XIII (Dispute Resolution), in response to Plaintiffs’ determination in Paragraph 47 above, it shall do so no later than thirty (30) Days after receipt of Plaintiffs’ notice. In any such proceeding, Defendants shall have the burden of demonstrating by a preponderance of the evidence that the delay or anticipated delay has been or will be caused by a Force Majeure event, that the duration of the delay or the extension sought was or will be warranted under the circumstances, that best efforts were exercised to avoid and mitigate the effects of the delay, and that Defendants complied with the requirements of Paragraphs 44 and 45. If Defendants carry this burden, the delay at issue shall be deemed not to be a violation by Defendants of the affected obligation of this Consent Decree identified to Plaintiffs and the Court.

XIII. DISPUTE RESOLUTION49. Unless otherwise expressly provided for in this Consent Decree, the

Dispute Resolution procedures of this Section shall be the exclusive mechanism to resolve disputes arising under or with respect to this Consent Decree. Defendants’ failure to seek resolution of a dispute under this Section shall preclude Defendants from raising any such issue as a defense to an action by Plaintiffs to enforce any obligation of Defendants arising under this Consent




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Decree. 50. Informal Dispute Resolution. Any dispute subject to Dispute

Resolution under this Consent Decree shall first be the subject of informal negotiations. The dispute shall be considered to have arisen when Defendants send the relevant Plaintiff(s) a written Notice of Dispute. Such Notice of Dispute shall state clearly the matter in dispute. The period of informal negotiations shall not exceed thirty (30) Days from the date the dispute arises, unless that period is modified by written agreement. If the parties cannot resolve a dispute by informal negotiations, then the position advanced by Plaintiffs shall be considered binding unless, within forty-five (45) Days after the conclusion of the informal negotiation period, Defendants invoke formal Dispute Resolution procedures as set forth below.

51. Formal Dispute Resolution. Defendants shall invoke formal DisputeResolution procedures, within the time period provided in the preceding Paragraph, by serving on Plaintiffs a written Statement of Position regarding the matter in dispute. The Statement of Position shall include, but need not be limited to, any factual data, analysis, or opinion supporting Defendants’ position and any supporting documentation relied upon by Defendants.

52. Plaintiffs shall serve their Statement of Position within forty-five(45) Days of receipt of Defendants’ Statement of Position. Plaintiffs’ Statementof Position shall include, but need not be limited to, any factual data, analysis, oropinion supporting that position and any supporting documentation relied uponby Plaintiffs. Plaintiffs’ Statement of Position shall be binding on Defendants,unless Defendants file a motion for judicial review of the dispute in accordancewith the following Paragraph.

53. Defendants may seek judicial review of the dispute by filing with theCourt and serving on the relevant Plaintiff(s), in accordance with Section XX (Notices), a motion requesting judicial resolution of the dispute. The motion




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must be filed within thirty (30) Days of receipt of Plaintiffs’ Statement of Position pursuant to the preceding Paragraph. The motion shall contain a written statement of Defendants’ position on the matter in dispute, including any supporting factual data, analysis, opinion, or documentation, and shall set forth the relief requested and any schedule within which the dispute must be resolved for orderly implementation of this Consent Decree.

54. Plaintiffs shall respond to Defendants’ motion within the time periodallowed by the Local Rules of this Court or by a schedule set by the Court. Defendants may file a reply memorandum to the extent permitted by the Local Rules.

55. Except as otherwise provided in this Consent Decree, in any disputebrought under Paragraph 51, Defendants shall bear the burden of demonstrating that its position complies with this Consent Decree, based on the Statements of Position, and under applicable standards of review.

56. The invocation of Dispute Resolution procedures under this Sectionshall not, by itself, extend, postpone, or affect in any way any obligation of Defendants under this Consent Decree, unless and until final resolution of the dispute so provides. Stipulated penalties with respect to the disputed matter shall continue to accrue until the final resolution of the dispute. Payment shall be stayed pending resolution of the dispute. If Defendants do not prevail on the disputed issue, stipulated penalties shall be assessed and paid as provided in Section XI (Stipulated Penalties).

XIV. REPORTING57. After the Effective Date, by March 31 and September 30 of the

following years until termination of this Consent Decree per Section XXIV (Termination), Defendants shall submit to the Plaintiffs in accordance with Section XX (Notices) bi-annual reports that shall describe the status of Defendants’ compliance with the Consent Decree, including implementation of




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the injunctive relief requirements set forth in Appendices B and D. The report will be organized to show the measures taken to comply with each of the requirements set forth in Appendices B and D, whether the measures were taken timely, the status of any permitting action that may affect compliance with the Consent Decree, and whether the measures taken have achieved compliance with the requirement.

XV. CERTIFICATION58. Each report submitted by Defendants under Section XIV (Reporting)

shall be signed by either the Chief Executive Officer, the President, an Executive Vice President, a Senior Vice President, or General Counsel who is an authorized representative of Defendants, and must contain the following statement:

I certify under penalty of law that this document and all attachments were prepared under my direction or supervision in accordance with a system designed to assure that qualified personnel properly gather and evaluate the information submitted. Based on any personal knowledge and my inquiry of the person or persons who manage the system, or those persons directly responsible for gathering the information, the information submitted is, to the best of my knowledge and belief, true, accurate, and complete. I am aware that there are significant penalties for submitting false information, including the possibility of fine and imprisonment for knowing violations.

XVI. INFORMATION COLLECTION AND RETENTION59. Plaintiffs and their representatives shall have the right of entry into

any facility covered by this Consent Decree, at all reasonable times and upon reasonable notice, upon presentation of credentials, to:

a. monitor the progress of activities required under this ConsentDecree;b. verify any data or information submitted to the Plaintiffs inaccordance with the terms of this Consent Decree;




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c. obtain documentary evidence, including photographs andsimilar data; andd. assess Defendants’ compliance with this Consent Decree.

60. Until one (1) year after the termination of this Consent Decree,Defendants shall retain, and shall instruct their contractors and agents to preserve or deliver to Plains, all non-identical copies of all documents, records, or other information (including documents, records, or other information in electronic form) in their or their contractors’ or agents’ possession or control, or that come into their or their contractors’ or agents’ possession or control, and that relate in any manner to Defendants’ performance of their obligations under this Consent Decree. At any time during this information-retention period, upon request by the Plaintiffs, Defendants shall provide copies of any documents, records, or other information required to be maintained under this Paragraph.

61. This Consent Decree in no way limits or affects any right of entryand inspection, or any right to obtain information, held by the United States or the State Agencies pursuant to applicable federal or state laws, regulations, or permits, nor does it limit or affect any duty or obligation of Defendants to maintain documents, records, or other information imposed by applicable federal or state laws, regulations, or permits.

62. For any documents, records, or other information required to besubmitted to Plaintiffs pursuant to this Consent Decree, Plains may assert a claim of business confidentiality or other protections applicable to the release of information by Plaintiffs, covering part or all of the information required to be submitted to Plaintiffs pursuant to this Consent Decree in accordance with, as applicable, 49 C.F.R. Part 7, 49 C.F.R. Part 190, and 40 C.F.R Part 2. Plains must mark the claim of confidentiality in writing on each page, and include a statement specifying the grounds for each claim of confidentiality.

63. The federal agency Plaintiffs are subject to applicable laws




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governing the disclosure of information under the Freedom of Information Act (“FOIA”) (5 U.S.C. § 552 et seq.). If a federal agency Plaintiff receives a request pursuant to FOIA for records produced pursuant to the Consent Decree, that Plaintiff will, to the extent permitted by law, treat those records as exempt from disclosure, and give Defendants a reasonable opportunity to identify portions of documents Defendants have claimed as confidential and that may be subject to the request, and to specify the grounds for each claim of confidentiality. In accordance with applicable regulations, if the federal agency Plaintiff determines that the records are not exempt from disclosure, the Plaintiff shall provide notice of the determination to Defendants prior to making any record available to the public.

64. For documents provided to PHMSA under this Consent Decree,Defendants need not provide redacted copies when the documents are produced. Within fourteen (14) Days of notification from PHMSA of a FOIA request, or such other time as agreed upon, Defendants will provide a copy of the relevant records with confidential information redacted along with explanations of the asserted grounds for confidentiality.

65. State Agency Plaintiffs are subject to the California Public RecordsAct (“CPRA”) (California Government Code §§ 6250 et seq.). If a State Agency Plaintiff receives a request pursuant to the CPRA for records produced pursuant to the Consent Decree, that Plaintiff will, to the maximum extent permitted by law, treat those records as exempt from disclosure, and give Defendants a reasonable opportunity to submit redacted copies of the requested records. If the Plaintiff determines that the records are not exempt from disclosure, the Plaintiff shall provide notice of the determination to Defendants prior to making any record available to the public.

66. The requirements of this Paragraph apply to Defendants’ productionof documents to PHMSA only. Defendants shall produce all documents required




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to be produced in connection with this Consent Decree in, at Defendants’ option, either native format via electronic media or secure file transfer protocol (“FTP”). Any encryption or access restriction shall be on a container level only, i.e., only the electronic media or the top-level folder containing the documents shall be encrypted and Plaintiffs shall have unrestricted access to the files/folders within the electronic media or the top-level folder without need for additional decryption or access codes. Regardless of production method or encryption, individual documents shall be produced in a manner that allows the Plaintiffs to view, print, copy, save, download, and share each document within Plaintiffs’ own environment without restriction, tracking or monitoring by Defendants, or automatically generated changes to the document (e.g., without entering access codes prior to each download, and without automatically generated watermarks stating the download date and time).

67. At the conclusion of the information-retention period, Defendantsshall provide ninety (90) Days’ notice to Plaintiffs of Defendants’ resumption of internal document destruction policies for documents, records, or other information subject to the requirements of Paragraph 60.

68. [Intentionally left blank.]XVII. EFFECT OF SETTLEMENT/RESERVATION OF RIGHTS

69. This Consent Decree resolves the civil claims of the United Statesand the State Agencies for the matters alleged in the Complaint filed in this action for the Refugio Incident.

70. Subject to the reservations of rights specified in Paragraph 71, thisConsent Decree also resolves all civil and administrative penalty claims that could be brought by PHMSA, for violations of the Pipeline Safety Laws specified below that occurred on any of Defendants’ Regulated Pipelines prior to January 28, 2019, the date that PHMSA’s ongoing “Integrated Inspection” of a portion of Defendants’ Regulated Pipelines and other pipeline facilities began. The specific




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Pipeline Safety Laws subject to this Paragraph are the following (including other regulations expressly incorporated therein):

a. 49 C.F.R. Part 194 Subpart B – Response Plans;b. 49 C.F.R. Part 195 Subpart B – Reporting;c. 49 C.F.R. Part 195 Subpart E – Pressure Testing;d. 49 C.F.R. Part 195 Subpart F – Operation and Maintenance,sections 195.402, 195.403, 195.404, 195.406, 195.408, 195.412,195.420, 195.422, 195.428, 195.436, 195.442, 195.444, 195.446,195.452;e. 49 C.F.R. Part 195 Subpart G – Qualification of PipelinePersonnel, as it relates to valve maintenance;f. 49 C.F.R. Part 195 Subpart H – Corrosion Control;g. 49 C.F.R. Part 199 – Drug and Alcohol Testing; andh. All recordkeeping, documentation, and document productionrequirements in the provisions listed in subsections 70.a-70.g, and49 C.F.R. section 190.203 and Part 195.

71. The United States, on behalf of PHMSA, reserves all legal andequitable remedies to address violations of the Pipeline Safety Laws described in Paragraph 70 that occur on or after January 28, 2019, including violations that may have begun prior to such date and continued subsequent to January 28, 2019. A separate violation of the Pipeline Safety Laws occurs for each day that the violation continues, pursuant to 49 U.S.C. § 60122(a).

72. This Consent Decree also resolves all civil and administrativepenalty claims that could be brought by OSFM against Defendants for violations of the Pipeline Safety Laws and the Elder California Pipeline Safety Act as specified below relating to Line 901, Line 903, or Line 2000 that occurred prior to January 28, 2019. OSFM reserves all legal and equitable remedies to address violations of the specified Pipeline Safety Laws that occur on or after




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January 28, 2019, including violations that may have begun prior to such date and continued subsequent to January 28, 2019. The specific Pipeline Safety Laws and Elder California Pipeline Safety Act subject to this Paragraph are:

a. The Pipeline Safety Laws specified in Paragraph 70; andb. California Government Code §§ 51012.3, 51013, 51013.5,51014, 51015, 51015.4, 51015.5 (for Line 901 and Line 903 only),and 51018.

73. For any reportable pipeline accident, as defined in 49 C.F.R.§ 195.50, occurring on or after January 28, 2019, on any of Defendants’Regulated Pipelines, Paragraphs 70 and 72 shall not limit the right of PHMSAand OSFM to sue or pursue administrative or other remedies for violations(including penalties) under the Pipeline Safety Laws and the Elder CaliforniaPipeline Safety Act for such accident. Nothing in Paragraphs 70 through 72 shallbe construed to limit the legal and equitable remedies of the United States orState Agencies, other than PHMSA and OSFM.

74. The United States and the State Agencies reserve all legal andequitable remedies available to enforce the provisions of this Consent Decree. This Consent Decree shall not be construed to limit the rights of the United States or the State Agencies to obtain penalties, injunctive relief, or other administrative or judicial remedies under the CWA, OPA, Pipeline Safety Laws, or under other federal or state laws, regulations, or permit conditions, except as specified in Paragraphs 69, 70, and 72.

75. The United States reserves all legal and equitable remedies to addressany imminent and substantial endangerment or threat to the public health or welfare or the environment arising at, or posed by, Defendants’ operations, whether related to the violations addressed in this Consent Decree or otherwise. PHMSA further reserves the right to issue to Defendants corrective action orders pursuant to 49 C.F.R § 190.233; emergency orders pursuant to 49 C.F.R.




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§ 190.236; and safety orders pursuant to 49 C.F.R. § 190.239. The State Agenciesreserve all legal and equitable remedies under California Government Code§§ 8670.57, 8670.69.4, 51013.5, 51015.5, 51018.6, 51018.7 and 51018.8,California Water Code §§ 13301, 13304, 13340, and 13386, and California Health& Safety Code § 13107.5 to address (1) conditions threatening to cause or creatinga substantial risk of an unauthorized discharge of oil into waters of the State ofCalifornia, (2) a discharge of waste threatening to cause a condition of pollution ornuisance, or (3) a discharge which poses a substantial probability of harm topersons, property or natural resources.

76. This Consent Decree also shall not be construed to in any way limit orwaive the claims set forth in the case entitled California State Lands Commission, et al. v. Plains Pipeline, L.P., et al., Case No. 18CV02504 (Cal. Sup. Court) and Case No. B295632 (Cal. Ct. App.).

77. In any subsequent administrative or judicial proceeding initiated bythe United States or the State Agencies for injunctive relief, civil penalties, other appropriate relief relating to Defendants’ violations alleged in Plaintiffs’ Complaint, Defendants shall not assert, and may not maintain, any defense or claim based upon the principles of waiver, res judicata, collateral estoppel, issue preclusion, claim preclusion, claim-splitting, or other defenses based upon any contention that the claims raised by the United States or the State Agencies in the subsequent proceeding should have been brought in the instant case, except with respect to claims that have been specifically resolved pursuant to Paragraphs 69, 70, and 72.

78. This Consent Decree is not a permit, or a modification of anypermit, under any federal, state, or local laws, or regulations. Defendants are responsible for achieving and maintaining full compliance with all applicable federal, state, and local laws, regulations, and permits; and Defendants’ compliance with this Consent Decree shall be no defense to any action




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commenced pursuant to any such laws, regulations, or permits, except as set forth herein. The United States and the State Agencies do not, by their consent to the entry of this Consent Decree, warrant or aver in any manner that Defendants’ compliance with any aspect of this Consent Decree will result in compliance with provisions of the CWA, OPA, Pipeline Safety Laws, or with any other provisions of federal, state, or local laws, regulations, or permits.

79. This Consent Decree does not limit or affect the rights of Defendantsor of the United States or the State Agencies against any third-parties, not party to this Consent Decree, nor does it limit the rights of third-parties, not party to this Consent Decree, against Defendants, except as otherwise provided by law.

80. This Consent Decree shall not be construed to create rights in, orgrant any cause of action to, any third-party not party to this Consent Decree.

81. Plaintiffs will not submit any claim for restitution for NaturalResource Damages in The People of the State of California v. Plains All American Pipeline, L.P., Case No. 1495091 (Cal. Sup. Court).

82. By entering into this settlement, Defendants do not admit thePipeline Safety Laws violations alleged in the Complaint or described in this Consent Decree by the United States on behalf of PHMSA; therefore, any allegations of violations of these Pipeline Safety Laws do not constitute a finding of violation and may not be used in any civil proceeding of any kind as evidence or proof of any fact, fault or liability, or as evidence of the violation of any law, rule, regulation, order, or requirement, except in a proceeding to enforce the provisions of this Consent Decree. However, the allegations of violations set forth in the Complaint may be: (1) considered by PHMSA to constitute prior offenses in any future PHMSA enforcement action brought by the agency against Plains, and (2) used for statistical purposes to identify violations that PHMSA deems as causal to an incident or to increase the consequences of an incident. Notwithstanding the forgoing, alleged violations subject to Paragraph 70 shall not




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be considered by PHMSA to constitute prior offenses in any future PHMSA enforcement action brought by the agency against Plains.

83. By entering into this settlement, Defendants do not admit theallegations of California Water Code §§ 13350 and 13385 violations set forth in the Complaint; therefore, any allegations of violations of these statutes do not constitute a finding of violation and may not be used in any civil proceeding of any kind as evidence or proof of any fact, fault or liability, or as evidence of the violation of any law, rule, regulation, order, or requirement, except in a proceeding to enforce the provisions of this Consent Decree. However, the allegations of California Water Code §§ 13350 and 13385 violations set forth in the Complaint may be considered by the State Water Resources Control Board or Regional Water Quality Control Boards to constitute prior offenses in any future enforcement action brought by any of these agencies against Plains.

84. Subject to the terms of this Consent Decree, no provision containedherein affects or relieves Plains of their responsibilities to comply with all applicable requirements of the CWA, OPA, the Pipeline Safety Laws, federal or state laws, and the regulations and orders issued thereunder. Subject to the terms of this Consent Decree, nothing herein shall limit or reduce the Plaintiffs’ right of access, entry, inspection, and information-gathering or their authority to bring enforcement actions against Defendants pursuant to the CWA, OPA, the Pipeline Safety Laws, federal or state laws, the regulations and orders issued thereunder, or any other applicable provision of federal or state law.

85. Defendants hereby covenant not to sue Plaintiffs for any claimsrelated to the Refugio Incident, or response activities in connection with the Incident, pursuant to the CWA, OPA, the Pipeline Safety Laws, federal or state laws, or any other law or regulation for acts or omissions through the date on which this Consent Decree is lodged with the Court.

86. Defendants covenant not to sue and agree not to assert any direct or




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indirect claim for reimbursement related to the Refugio Incident from the OSLTF or pursuant to any other provision of law.

87. The United States reserves the right to seek reimbursement fromDefendants for claims relating to the Refugio Incident paid after the date on which the Consent Decree is lodged with the Court from the OSLTF pursuant to 33 U.S.C. § 2712.

XVIII. TRANSFER AND ACQUISITION OF ASSETS88. In the event Defendants sell or transfer ownership of or operating

responsibility for Lines 901, 903, or 2000, or any lines built to replace Lines 901 or 903, Defendants will obtain from the transferee an agreement to be bound by those provisions of this Consent Decree and Appendices B and D that are specifically applicable to the asset(s) acquired, unless Defendants have already completed the required action or unless OSFM agrees to relieve the transferee of the obligations of any otherwise applicable provision. Those provisions of Appendix B are:

a. For existing but non-operational segments of Lines 901 and903, paragraphs 1.A, 1.B, 1.E, 2.B, 2.C., 4, 5, 6, 7.A, 12.A ofAppendix B;b. For the operational segment of Line 903 from Pentland toEmidio, paragraphs 1.C, 1.E, 4, 5, 6, 7.A of Appendix B;c. For any lines built to replace Lines 901 or 903, paragraphs2.A.1, 5, 7.B, 12.A of Appendix B; andd. For Line 2000, paragraphs 1.D, 1.E, 4, 5, 6, 7.A, 12.B. ofAppendix B.

89. In the event Defendants sell or transfer ownership of or operatingresponsibility for Lines 901, 903, or 2000, or any lines built to replace Lines 901 or 903, Defendants shall provide a copy of this Consent Decree to the prospective transferee at least fourteen (14) Days prior to such transfer. Defendants shall




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provide written notice of any such transfer to OSFM within ten (10) Days after the date Defendants publicly disclose the transaction or the date the transaction is closed, whichever is earlier. Prior to the transfer, Defendants may notify OSFM that Defendants have completed certain required actions of this Consent Decree, or request that OSFM relieve the transferee of certain obligations of otherwise applicable provisions, such that the transferee will not be bound by those requirements. Defendants shall provide to Plaintiffs documentation demonstrating the transferee’s agreement to be bound by the relevant provisions of the Consent Decree. Defendants shall provide to the transferee copies of those portions of relevant emergency response plans that relate to the transferred asset.

90. In the event of the sale or transfer pursuant to an arm’s-lengthtransaction of Defendants’ Regulated Pipelines other than Lines 901, 903, or 2000, or any lines built to replace Lines 901 or 903, to an independent third-party transferee, the transferee shall not be subject to the requirements of this Consent Decree. Defendants shall provide a copy of this Consent Decree to the transferee at least fourteen (14) Days prior to such transfer. Defendants shall provide written notice of any such transfer, including documentation demonstrating that the Consent Decree was provided to the transferee, to PHMSA within ten (10) Days after the date Defendants publicly disclose the transaction or the date the transaction is closed, whichever is earlier. Defendants’ obligations under this Consent Decree with respect to all non-transferred assets shall not be affected.

91. For all Regulated Pipeline assets that Defendants assume operatingresponsibility for after the Effective Date, Plains is obligated to apply Article II (Company Wide Provisions) of Appendix B of this Consent Decree to the newly acquired assets.

XIX. COSTS92. Except as otherwise stated in this Consent Decree, the Parties shall

bear their own costs related to this action and this Consent Decree, including




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attorneys’ fees; provided, however, the United States and the State Agencies shall be entitled to collect the costs (including attorneys’ fees) incurred in any action necessary to collect any portion of the civil penalty or any stipulated penalties due but not paid by Defendants.

XX. NOTICES93. Unless otherwise specified in this Consent Decree, whenever

notifications, submissions, reports, or communications are required by this Consent Decree, they shall be made in writing, sent electronically by email provided by the Parties, and addressed to all Parties as follows:

As to the United States by email: [email protected] Re: DJ # 90-5-1-1-11340

As to the United States by mail: EES Case Management Unit Environment and Natural Resources

Division U.S. Department of Justice P.O. Box 7611 Washington, D.C. 20044-7611 Re: DJ # 90-5-1-1-1130

As to PHMSA: James M. Pates Assistant Chief Counsel for Pipeline Safety U.S. Department of Transportation Pipeline and Hazardous Materials Safety Administration 1200 New Jersey Ave. SE. E-26 Washington, DC. 20590

As to EPA: Andrew Helmlinger Attorney Advisor U.S. EPA Region IX 75 Hawthorne Street (ORC-3) San Francisco, California 94104




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As to DOI: Clare Cragan U.S. Department of the Interior Office of the Solicitor 755 Parfet St., Suite 151 Lakewood, Colorado 80215

As to NOAA: National Oceanic and Atmospheric Administration

Office of General Counsel Natural Resources Section ATTN: Christopher J. Plaisted 501 W. Ocean Blvd, Suite 4470 Long Beach, California 90802

As to USCG: Patricia V. Kingcade Attorney Advisor National Pollution Funds Center,

US Coast Guard 2703 Martin Luther King Jr. Ave SE Washington, DC 20593-7605

As to the State Agencies: Michael Zarro Deputy Attorney General Office of the Attorney General Natural Resources Law Section 300 S. Spring St., Suite 11220 Los Angeles, California 90013

As to CDFW: California Department of Fish and Wildlife Office of Spill Prevention and Response Attn: Katherine Verrue-Slater Senior Counsel P.O. Box 160362 Sacramento, California 95816-0362




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As to CDPR: California Department of Parks and Recreation Attn: Laura A. Reimche, Senior Counsel 1416 Ninth Street, Room 1404-6 Sacramento, California 95814

As to CSLC: California State Lands Commission Attn: Patrick Huber, Legal Division 100 Howe Avenue, Suite 100-South Sacramento, California 95825

As to OSFM: California Department of Forestry and Fire Protection Legal Services Office Attn: Joshua Cleaver, Staff Counsel P.O. Box 944246 Sacramento, California 94244-2460

As to RWQCB: California Central Coast Regional Water Quality Control Board Attn: Naomi Rubin, Attorney III 801 K Street Sacramento, California 95814

As to UC: Barton Lounsbury, Senior Counsel

University of California Office of the General Counsel 1111 Franklin Street, 8th Floor Oakland, California 94607

As to Defendants: Megan Prout Senior Vice President Commercial Law and Litigation 333 Clay Street, Suite 1600 Houston, Texas 77002




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Henry Weissmann Daniel B. Levin Colin Devine Munger, Tolles & Olson LLP 350 S. Grand Ave, 50th Floor Los Angeles, California 90071

Steven H. Goldberg Nicole Granquist Downey Brand LLP 621 Capitol Mall, 18th Floor Sacramento, California 95814

94. Any Party may, by written notice to the other Parties, change itsdesignated notice recipient or notice address provided above.

95. Notices submitted pursuant to this Section shall be deemedsubmitted upon mailing, or emailing unless otherwise provided in this Consent Decree or by mutual agreement of the Parties in writing.

XXI. EFFECTIVE DATE96. The Effective Date of this Consent Decree shall be the date upon

which this Consent Decree is entered by the Court, or a motion to enter this Consent Decree is granted, whichever occurs first, as recorded on the Court’s docket.

XXII. RETENTION OF JURISDICTION97. The Court shall retain jurisdiction over this case until termination of

this Consent Decree, for the purpose of effectuating or enforcing compliance with the terms of this Consent Decree.

XXIII. MODIFICATION98. The terms of this Consent Decree, including any attached

Appendices, may be modified only by a subsequent written agreement signed by the Parties. Where the modification constitutes a material change to any term of this Consent Decree, it shall be effective only upon approval of the Court.




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99. Any disputes concerning modification of this Consent Decree shallbe resolved pursuant to Section XIII (Dispute Resolution), provided, however, that, instead of the burden of proof provided by Paragraph 55, the Party seeking the modification bears the burden of demonstrating that it is entitled to the requested modification in accordance with Federal Rule of Civil Procedure 60(b).

XXIV. TERMINATION100. After Defendants have: (a) operated under this Consent Decree for

five (5) years and three (3) months from the Effective Date; and (b) complied with the requirements of this Consent Decree, including payment of all penalties and accrued stipulated penalties required by this Consent Decree, Defendants may serve on Plaintiffs a Request for Termination, stating that Defendants have satisfied these requirements, together with all necessary supporting documentation. Plaintiffs shall respond within ninety (90) Days to Defendants’ Request for Termination. If Plaintiffs agree that the requirements for termination have been satisfied, the Parties shall submit for the Court’s approval a joint stipulation terminating the Consent Decree.

101. Following receipt by Plaintiffs of Defendants’ Request forTermination, Plaintiffs shall respond within ninety (90) Days regarding any disagreement that the Consent Decree may be terminated and state the reason for such disagreement. The Parties shall confer informally concerning the Request for Termination and any disagreement that the Parties may have as to whether Defendants have complied with the requirements for termination of this Consent Decree. If Plaintiffs agree that the requirements for termination have been satisfied, the Parties shall submit for the Court’s approval a joint stipulation terminating the Consent Decree.

102. If Plaintiffs do not agree that the requirements for termination havebeen satisfied, Defendants may invoke Dispute Resolution under Section XIII (Dispute Resolution). However, Defendants shall not seek Dispute Resolution of




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any dispute regarding termination until sixty (60) Days after receipt of the Plaintiffs’ response to Defendants’ Request for Termination.

XXV. PUBLIC PARTICIPATION103. This Consent Decree shall be lodged with the Court for a period of

not fewer than thirty (30) Days for public notice and comment in accordance with 28 C.F.R. § 50.7. The Parties agree and acknowledge that the final approval by Plaintiffs and entry of this Consent Decree are subject to notice of lodging of the Consent Decree and a public comment period. Plaintiffs reserve the right to withdraw or withhold consent if the comments disclose facts or considerations that indicate that this Consent Decree is inappropriate, improper, or inadequate.

104. Defendants consent to entry of this Consent Decree without furthernotice and agree not to withdraw from or oppose entry of this Consent Decree by the Court or to challenge any provision of the Consent Decree, unless Plaintiffs have notified Defendants in writing that Plaintiffs no longer support entry of the Consent Decree.

XXVI. SIGNATORIES/SERVICE105. Each undersigned representative of Defendants, the State of

California Attorney General’s Office, CDFW, CDPR, CSLC, OSFM, RWQCB, UC, the Assistant Attorney General for the Environment and Natural Resources Division of the Department of Justice, PHMSA, and EPA certifies that he or she is fully authorized to enter into the terms and conditions of this Consent Decree and to execute and legally bind the Party he or she represents to the terms of this Consent Decree.

106. This Consent Decree may be signed in counterparts, and suchcounterpart signature pages shall be given full force and effect. For purposes of this Consent Decree, a signature page that is transmitted electronically (e.g., by emailed PDF) shall have the same effect as an original.




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XXVII. INTEGRATION107. This Consent Decree constitutes the final, complete, and exclusive

agreement and understanding among the Parties with respect to the settlement embodied in the Consent Decree and supersedes all prior agreements and understandings, whether oral or written, concerning the settlement embodied herein. The Parties acknowledge that there are no representations, agreements, or understandings relating to the settlement other than those expressly contained in this Consent Decree.

XXVIII. FINAL JUDGMENT108. Upon approval and entry of this Consent Decree by the Court, this

Consent Decree shall constitute a final judgment of the Court as to the Parties. XXIX. 26 U.S.C. SECTION 162(f)(2)(A)(ii) IDENTIFICATION

109. For purposes of the identification requirement of Section162(f)(2)(A)(ii) of the Internal Revenue Code, 26 U.S.C. § 162(f)(2)(A)(ii), performance of Section III (Applicability), Paragraph 5; Section VI (Natural Resource Damages), Paragraph 12; Section IX (Injunctive Relief), Subparagraphs 22.a, 22.b, 22.c, 23.a, 23.b, 23.c, Paragraph 24, and related Appendix B; SectionXIV (Reporting), Paragraph 57; Section XV (Certification), Paragraph 58; andSection XVI (Information Collection and Retention), Paragraphs 59, 60, and 66 isrestitution or required to come into compliance with law to the extent it applies tofederal agencies.

Dated and entered this _____ day of __________, 20__.

__________________________________ UNITED STATES DISTRICT JUDGE


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THE iJNDERSIGNED PARTY enters into this Consent Decree in the matter of

United States of America and the People of the State of California v. Plains All

American Pipeline, L.P. and Plains Pipeline, L.P.

FOR THE UI~TITED STATES OF AMERICA:

Date

Date

~~~~`Lr

BRUCE S. GELBERDeputy Assistant Attorney General

Environment and Natural ResourcesDivision U.S. Department of Justice

~~

J~~~ -~ ~-~-~

BRADLEY R. ENANGELA MOEnvironmental Enforcement Section

Environment and Natural Resources

Division

United States of America and the People of the State of California v.

Plains All American Pipeline, L.P. and Plains Pipeline, L.P.Consent Decree

- 58-


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THE UNDERSIGNED PARTY enters into this Consent Decree in the matter of United States of America and the People of the State of California v. Plains All American Pipeline, L.P and Plains Pipeline, L.P.

4 FOR THE UNITED STATES DEPARTMENT OF TRANSPORTATION, PIPELINE AND HAZARDOUS MATERIALS SAFETY ADMINISTRATION:

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� �/)Q;O Date

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�� Chief Counsel U.S. Department of Transportation Pipeline and Hazardous Materials Safety

Administration 1200 New Jersey Avenue, SE Washington, DC 20590


Plains All American Pipeline, L.P. and Plains Pipeline, L.P. Consent Decree

- 59 -


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THE UNDERSIGNED PARTY enters into this Consent Decree in the matter of United States of America and the People of the State of California v. Plains All American Pipeline, L.P. and Plains Pipeline, L.P.

4 FOR THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY:

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I,.., _)

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�- "1...- :i..o

Date SUSAN PARK.ER BODINE Assistant Administrator Office of Enforcement and Compliance

Assurance

United States of America and the People of the State of Cal(fornia v. Plains All American Pipeline, L.P. and Plains Pipeline, L.P.

Consent Decree

- 60 -


1 THE UNDERSIGNED PARTY enters into this Consent Decree in the matter of

2 United States of America and the People of the State of California v. Plains AllAmerican Pipeline, L.P. and Plains Pipeline, L.P.

4 FOR THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY:

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7 Date

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� l Jvt__:::::---, . C. MILLER ',<,

Region 9 Director Enforcement and Compliance Assurance

Division U.S. EPA Region 9 Mail Code ENF-1 75 Hawthorne Street San Francisco, CA 94105




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4 FOR THE CALIFORNIA DEPARTMENT OF FISH and WILDLIFE:

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6 '14(v,20 7 Date 1

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Administrator Office of Spill Prevention and Response




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THE UNDERSIGNED PARTY enters into this Consent Decree in the matter of United States of America and the People of the State of California v. Plains All


4 FOR THE CALIFORNIA DEPARTMENT OF PARKS AND RECREATION:

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6 ?]�zo 7 Date

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Director California Department of Parks

and Recreation

United State� of America and the People of the State of California v.


- 63 -



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United States of America and the People of the State of California v. Plains All


4 FOR THE CALIFORNIA STATE LANDS COMMISSION:

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7 Date

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California State Lands Commission


Plains All American Pipeline, L.P. and Plains Pipeline, L.P.

Consent Decree

- 64 -


1 THE UNDERSIGNED PARTY enters into this Consent Decree in the matter of 2

3


4 FOR THE CALIFORNIA DEPARTMENT OF FORESTRY AND FIRE PROTECTION'S - OFFICE OF THE STATE FIRE MARSHAL:

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� { '2:------------s THOMAS w. PORTER Director California Department of Forestry and

Fire Protection




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4 FOR THE CALIFORNIA REGIONAL WATER QUALITY CONTROL

5 BOARD, CENTRAL COAST REGION:

7 M4t\C,lv 'L 1 1J> 'lb

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Date BERTSON xecutive Officer

Central Coast Regional Water Quality Control Board


Consent Decree

- 66 -


THE UNDERSIGNED PARTY enters into this Consent Decree in the matter of

2 United States of America and the People of the State of California v. Plains All American Pipeline, L.P. and Plains Pipeline, L.P.

3

4 FOR THE REGENTS OF THE UNIVERSITY OF CALIFORNIA:

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j/�/z_o Date

Date

Senior Counsel Office of the General Counsel

PEGGY FIEDLER Executive Director UC Natural Reserve System




THE UNDERSIGNED PARTY enters into this Consent Decree in the matter of

2 United States of America and the People of the State of California v. Plains AllAmerican Pipeline, L.P. and Plains Pipeline, L.P.

4 FOR THE REGENTS OF THE UNIVERSITY OF CALIFORNIA:

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6 11------

7 Date

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IO J 1/."-C/.i_ :JcJ '). i)

11 Date

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BARTON LOUNSBURY Senior Counsel Office of the General Co�nsel

�F±� Executive Director UC Natural Reserve System



- 67 -A -




3

4 FOR PLAINS ALL AMERICAN PIPELINE, L.P.

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OOe

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Consent Decree

- 68




3

4 FOR PLAINS PIPELINE, L.P.

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lpslzazo Date I


Plains All American Pipeline, L.P. and Plains Pipeline, L.P.

Consent Decree - 69



Consent Decree

APPENDIX A (Set of maps that generally depict Lines

901, 903, and 2000)

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C a l i f orniaC a l i f orniaSanta Barbara

L901 LASFLORES TOGAVIOTA - 24"

Sources: Esri, HERE, Garmin, Intermap, increment P Corp., GEBCO, USGS,FAO, NPS, NRCAN, GeoBase, IGN, Kadaster NL, Ordnance Survey, Esri Japan,METI, Esri China (Hong Kong), (c) OpenStreetMap contributors, and the GISUser Community

Owner:

5Appendix A – Line 901

Scale:

Sheet No: 1/11:100,000

0 1 2 3 40.5Miles

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C a l i f orniaC a l i f ornia

Santa Barbara

Ventura

KernSan LuisObispo

L903 SISQUOC TOPENTLAND - 30"

L903 PENTLANDTO EMIDIO - 30"

(PMLP CAP LEASE)

L903

GAV

IOTA

TOSIS

QUOC

- 30"


Owner:


Scale:

Sheet No: 1/11:700,000

0 7.5 15 22.5 303.75Miles

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C a l i f orniaC a l i f ornia

SanBernardino

Santa BarbaraVentura

Orange

Los Angeles

Kern

SanLuis

Obispo

L2000 EMIDIO TO

WILMINGTON - 20"

L2000 LYNWOOD

TO EL SEGUNDOEAST - 20"


Owner:


Scale:

Sheet No: 1/11:966,574

0 10 20 30 405Miles

-73-



Consent Decree

APPENDIX B (PHMSA Injunctive Relief)

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APPENDIX B

ARTICLE I – CALIFORNIA-SPECIFIC PROVISIONS

1. State Waivers for Lines 901, 903, and 2000 (not to include any replacement lines):

A. Prior to restarting Line 901, Plains shall apply for a State Waiver through theOSFM for the limited effectiveness of cathodic protection on Line 901. Plainsmust receive a State Waiver from the OSFM prior to restarting Line 901.

B. Prior to restarting non-operational segments of Line 903, Plains shall apply for aState Waiver through the OSFM for the limited effectiveness of cathodicprotection on Line 903. Plains must receive a State Waiver from the OSFM priorto restarting Line 903.

C. Within 90 days of entry of the Consent Decree (CD), Plains must apply for a StateWaiver through the OSFM for the limited effectiveness of cathodic protection onLine 903. The State Waiver shall apply to the currently operational segment ofLine 903 from Pentland to Emidio.

D. Within 90 days of entry of the CD, Plains must apply for a State Waiver throughthe OSFM for the limited effectiveness of cathodic protection on Line 2000.

E. To the extent that a State Waiver directly incorporates terms identified in section4 (Integrity Management) below, as being applicable to Lines 901, 903, or 2000,Plains shall not contest the inclusion of those terms in the relevant State Waiver.Plains reserves its rights to contest on any grounds any additional terms that theOSFM may require as part of each State Waiver if one is received. Nothing inthis CD shall be construed to limit the authority of the OSFM to require additionalterms or conditions in the State Waiver. Further, nothing in the State Waiver shallbe construed to limit the applicability of the terms set forth in the CD.

2. Replacement, Restart, or Abandonment of Lines 901 and 903:

A. Plains shall replace the existing Line 901 and segments of Line 903 from Gaviotato Sisquoc and Sisquoc to Pentland with non-insulated pipe, if Plains is able totimely obtain: (1) agreements from shippers to transport sufficient quantities ofproduct to make the cost of replacing the segments economically viable; (2) theFederal, State, and Local permits that may be required; and (3) whateveradditional rights are needed, including rights-of-way that may be needed fromlandowners. Obtaining required commercial commitments, permits, rights-of-way, and any other rights necessary for replacement is the sole responsibility ofPlains.

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2

1. On any replacement segments of Lines 901 or 903, Plains shall, prior tocommencing operation of such segment(s):

a. Test for potential AC/DC interference. Where potential AC/DCinterference exists, proper mitigation of interference shall bedesigned and installed during construction of replacement lines.

b. Conduct a close interval survey (CIS) and AC/DC interferencesurvey.

c. Based on the CIS and AC/DC interference surveys, placeadditional cathodic-protection test stations at locations where thesurveys demonstrate potential cathodic-protection deficiencies,following review and consultation with the OSFM regardingproposed test station locations.

B. As an alternative to replacement of Line 901 and segments of Line 903 fromGaviota to Sisquoc and Sisquoc to Pentland, Plains may restart the existingpipelines in accordance with the CD (including Appendix D) and applicable law.

C. As an alternative to replacement or restart of Line 901 and segments of Line 903from Gaviota to Sisquoc and Sisquoc to Pentland, Plains may abandon all or anysegments in accordance with all applicable laws and regulations.

3. Third-Party Analysis of Line 2000 ILI Data

A. Plains shall select, subject to OSFM’s approval, a third-party consultant to reviewand analyze ILI data for Line 2000 and provide a report to the OSFM on itsfindings.

B. The consultant shall:

1. Review all ILI results and reports that Plains has received from ILIvendors for Line 2000;

2. Review Plains’ processes and procedures for analyzing ILI data, andPlains’ analysis of Line 2000 ILI results, and suggest potentialimprovements, if any, to Plains’ current processes or procedures foranalyzing ILI data;

3. Analyze Plains’ implementation of its ILI assessment procedures for Line2000.

4. Evaluate ILI vendor specifications to ensure that proper criteria andtechnology considerations are taken in to account in selecting the specificinspection tool(s) used in the future, with consideration given to bestavailable technology for reliably detecting corrosion, general corrosion,selective seam-weld corrosion, and seam anomalies;

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5. Consider disclosed industry standards and regulations, including, but notlimited to: 49 CFR § 195.452, the California Elder Pipeline Safety Act,ASME B31.4 (Pipeline Transportation Systems for Liquids and Slurries),ASME B31G (Manual for Determining Strength of Corroded Pipelines) orRSTRENG, API 1160 (Managing System Integrity for Hazardous LiquidPipelines), API 1163 (In-Line Inspection Systems Qualification),ANSI/ASNT ILI-PQ (In-Line Inspection Personnel Qualification andCertification), NACE SP0169 (Control of External Corrosion onUnderground or Submerged Metallic Piping Systems), and the PRCIPipeline Repair Manual;

6. Comply with additional requirements specified in the scope of work.

C. The third-party consultant shall prepare a written report reflecting its findings,conclusions, and any recommendations for improvement found in conducting theanalysis.

1. The consultant may recommend improvements to Plains’ ILI analysisprocess and procedures to improve the quality and integration of ILI datainto its IMP going forward. Plains shall give due consideration to theresults of the analysis and recommendations of the consultant but willmaintain discretion over whether and how to implement anyrecommendations.

2. The report shall include a list of documents and data reviewed inconducting the analysis, which shall be provided to the OSFM, ifrequested.

3. Within 150 days of entry of the CD, the consultant shall provide a draftreport to the OSFM and Plains for comment at the same time. Plains andthe OSFM may provide comments to the consultant on the report within21 days of receipt of the draft.

4. Within 45 days after receiving comments (if any) from Plains and theOSFM, the consultant shall provide a final report to PHMSA, the OSFMand Plains.

4. Integrity Management

A. For any operating segments of Lines 901, 903, and 2000 (not to include anyreplacement lines):

1. Plains shall implement the following measures and amend its IMP, asneeded, to include the requirements of this section for the applicable lines:

a. In addition to other dig criteria specified by regulation or in itsIMP, Plains shall remediate all internal or external metal lossanomalies that have an ILI reported depth of 40% or greater wall

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loss, within one year of discovery. If Plains is unable to remediate such anomalies within one year of discovery, Plains shall notify OSFM and temporarily reduce the operating pressure and/or take further remedial action in accordance with 49 C.F.R. § 195.452 until the anomaly is remediated (or until otherwise authorized by OSFM).

b. Analyze a sample of additional anomalies of varying amounts ofmetal loss between 10% and 40% for validation. The sample sizeshall be at least ten, unless fewer than ten anomalies are reportedwithin that range, in which case Plains would examine the numberof anomalies called.

c. When sizing anomalies, apply interaction/clustering criteria of 6tby 6t for applicable ILI tools;

d. Require its ILI tool vendor to include in the vendor’s inspectionreport all metal loss anomalies of 10% or greater, based on rawdata, prior to adding in any correction for tool tolerance;

e. Any time a shrink sleeve is exposed during an anomalyinvestigation, remove the shrink sleeve, investigatecircumferentially and longitudinally along the pipe for externalcorrosion and coating deterioration, and recoat with two-partepoxy;

f. Send all field measurements to the tool vendor within 90 days ofcompleting all digs for any ILI, provided that available data mustbe submitted prior to the next ILI run, and conduct annualmeetings with the tool vendor to discuss tool performance;

g. For any use of magnetic flux leakage (MFL) tools, require its ILItool vendor to manually grade any metal loss anomalies initiallyidentified by the ILI tool as greater than or equal to 20% of wallloss (i.e., have human eyes on the raw data and not simply rely ona computer algorithm), and require that the vendor’s ILI reportnote any differences between what the computer algorithmreported and the vendor’s manual grade;

h. Where any ILI tool fails to record data for 5% or more of theexternal and/or internal surface area of the inspected segment, re-run the ILI tool to cover the area of failure;

i. Integrate and analyze available data in its P&M process, including:

i. Assessment data from ILI tool runs;

ii. Dig and repair data;

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iii. Corrosion data, such as survey results, chemical treatments,and cleaning-pig results;

iv. Operational data, such as pressure and flow data;

v. Emergency response data, such as tactical response plansand results of recent drills on the pipeline, includinglocations of conduits to water, as identified in emergencyresponse plans;

vi. Evaluation of the capability of the leak detection system,which shall include identification of each leak detectionsegment between block valves, consideration of length andsize of the pipeline, type of product carried, proximity tohigh consequence areas, swiftness of leak detection (thetime period required for a leak to be operationally isolatedand/or the pipeline to be shut down), type and location ofvalves, valve closure time, EFRD analysis results, thelocation of nearest response personnel, leak history, andrisk assessment results;

vii. Other pipeline characteristics, such as length, diameter,presence in HCAs and Environmentally and EcologicallySensitive Areas (as defined in regulations promulgatedpursuant to California Government Code § 8574.7(d),including 14 CCR 817.04(k)(3)(A)), maximum operatingpressure, normal operating pressure, coating type, elevationdata, water crossings, proximity to water bodies, casings,geohazard threats, maximum flow rate, and maximumrupture volume.

2. ILI Measures

a. Initial ILI Runs. Each year during the first two years after entry ofthe CD, Plains shall conduct at least two ILIs using: (1) a high-resolution MFL tool; and (2) a UT tool with an inertialmeasurement unit (IMU). Plains shall compare both runs andevaluate all available information, including these tool runs andcorresponding IMU data. If a UT tool run is unsuccessful, Plainsshall identify the limitations that prevented the UT tool run frombeing successful, consider changes to increase the likelihood of asuccessful UT tool run, and use best efforts to rerun the UT toolwithin six months (subject to tool availability).

i. All ILI assessments in the first two years shall include asizing tool and a tool capable of identifying dents.

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ii. In each of the first two years, Plains shall run the secondILI tool as soon as practicable after running the first ILItool, but no later than 90 days after completion of the firstILI tool run. If one of the two tool runs is unsuccessful,Plains shall re-run the tool that was unsuccessful (but neednot re-run the tool that was successful) even if the re-run ofthe unsuccessful tool run would occur more than 90 daysfrom the successful tool run.

b. Subsequent ILI Runs. After the first two years, Plains shall run atleast one MFL or one UT tool every year, using a different ILI tooltype (MFL or UT) in each alternating year. Alternatively, Plainsmay run a UT tool each year. If, however, any UT tool run isunsuccessful, Plains shall document the reasons why the UT toolwas unsuccessful, consider changes to increase the likelihood of asuccessful UT tool run, and may use MFL technology to completethat year’s ILI, but must run a UT tool the following year.

c. All ILI Runs. Plains shall provide ILI results and reports to theOSFM within 30 days from its availability to Plains.

5. Valves

A. Within one year after entry of the CD for any operating segments of Lines 901,903, and 2000, and for any new pipeline segments replacing those lines, Plainsshall conduct EFRD analyses, which shall include consideration of:

1. Swiftness of leak detection and pipeline shutdown capabilities, type ofcommodity carried, rate of potential leakage, volume that can be released,topography or pipeline profile, potential for ignition (for spilledcommodity), proximity to power sources, location of nearest responsepersonnel, specific terrain between the pipeline and the HCA, and benefitsexpected by reducing the spill size.

2. Valve placement and method of valve actuation for all valves (notincluding valves used for instrumentation purposes, such as on tubing ontransmitter calibration manifolds).

B. Plains shall submit the EFRD analyses to OSFM within one year of entry of theCD.

C. Where practical, Plains shall confirm that check valves that are necessary for thesafe operation of the pipeline are in good working order at intervals required byother valve maintenance activities and associated procedures.

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6. Risk Analysis

A. For any operating segments of Lines 901, 903, or 2000 (not to include anyreplacement lines):

1. Plains shall submit a risk analysis under proposed regulation 19 CCR§ 2111(c) to OSFM (dated January 17, 2019 and publicly noticed in theCalifornia Regulatory Notice Register on February 15, 2019), or the finalversion of such regulation as it may be made effective in the future,regardless of whether or not those lines would otherwise be subject to theproposed regulations.

a. The information in the risk analysis shall be limited to theinformation listed in proposed regulation 19 CCR § 2111(c).

b. Plains’ responsibility under this subsection is limited to providingthe risk analysis to OSFM; Plains will maintain discretion overwhether and how to implement the results of the analysis. TheOSFM may review and comment on the risk analysis submitted byPlains consistent with provisions found in the proposedregulations, 19 CCR 2100 et seq.

c. The risk analysis shall be due within one year from entry of theCD.

7. Leak Detection

A. For any operating segments of Lines 901, 903, or 2000 (not to include anyreplacement lines), Plains shall confirm in writing to the OSFM within 30 days ofentry of the CD that it has installed a Computational Pipeline Monitoring (CPM)Real Time Transient Model (RTTM) that is compliant with API 1130.

B. Within 12 months after initiating operation of any replacement lines for Lines 901or 903, Plains shall verify and certify to the OSFM that all Pipeline andInstrumentation Drawings (P&IDs) reflect correct “as-built” information.

8. Non-waiver

A. Nothing in this CD shall excuse Plains from otherwise complying with the AB864 regulations when they are promulgated.

ARTICLE II – COMPANY-WIDE PROVISIONS ON REGULATED PIPELINES

9. Integrity Management

A. New Procedures for Interim Reviews and Assessments

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1. Plains shall modify Section 9.5 of its Integrity Management Plan(“Continual Evaluation and Assessment of Pipeline Integrity”) to providefor an annual, but not to exceed 15 months, Interim Review of eachpipeline segment it operates to determine whether, since the lastassessment (whether it was an Interim Assessment or a full periodicassessment under Section 6), conditions have changed or new informationhas been obtained that could significantly impact already-identified threatsor create new threats for that segment. If so, Plains shall evaluate whetherit should implement any P&M measure(s) to address that threat prior tothe next regularly-scheduled assessment. Section 9.5 shall list all thecategories of potential threats to be considered as part of the InterimReview and the types of conditions, information and data that will beincluded in the information analysis conducted under 49 CFR §195.452(g).

2. Plains shall modify Section 9.5 of its IMP to provide new forms for P&Mmeasures or actions to be taken as a result of an Interim Review. Section9.5 shall provide that Plains’ Integrity Engineer may recommend anyP&M measures that may be appropriate, including any P&M measuresthat could be recommended following a full assessment performed underSection 6 of its IMP.

3. Plains shall submit its proposed modifications of Section 9.5 to PHMSAno later than 60 days after entry of the CD. If PHMSA does not object orrequest any modification within 60 days, Plains shall proceed toimplement the revised procedures in Section 9.5, which shall be completedwithin 18 months from entry of the CD.

B. Documentation for P&M Recommendations

1. Within 90 days from entry of the CD, Plains shall revise Part B of itsP&M Recommendation form (F11-2), to expand the scope and content ofcomments in the “Basis of Recommendation” field to provide a narrativeexplanation that reflects, at a minimum:

a. What drew the engineer’s attention and caused him or her to makethe recommendation (such as an anomaly, pattern, trend orpotential correlation observed in the data, a particular event oroccurrence, a particular change in the operation or configuration ofthe line or in its surrounding environment, “lessons learned” fromanother event or occurrence, a corporate goal or initiative, etc.);

b. The specific risk (likelihood or consequence of failure, or both) orconcern that the recommended measure is intended to investigateor address; and

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c. The goal or intended outcome that the recommended P&Mmeasure is intended to achieve with regard to that specific risk orconcern.

2. In the new forms for the Interim Review procedure described in ParagraphA above, Plains shall likewise provide a narrative explanation of the basesfor any recommended P&M measures.

3. In Part B of its Preventive and Mitigative Evaluation RecommendationForm (F11-2), Plains shall continue to identify the anticipated completiondate for the P&M measure in the column titled “Deadline Date.”

C. Tracking of P&M Measures

Plains shall document P&M measures recommended but not implemented. Plainsshall document implemented P&M measures through to completion, whetherundertaken pursuant to an Interim Review under Section 9.5 or a full assessmentunder Section 6, such that these actions will be properly documented under 49CFR § 195.452(l).

10. Valves and O&M

A. Within two years after entry of the CD, Plains shall conduct EFRD analyses forall Regulated Pipelines for which it has not previously completed an EFRDanalysis.

B. Within two years of entry of the CD, Plains shall develop and implementprocedures to:

1. If a valve fails to respond properly on first actuation command, documentthe failure and review historical records for that valve to identify anysystemic issues.

2. Adjust Plains’ surge analyses and Emergency Response Plans, ifnecessary, to account for identified systemic issues associated with valveclosure times.

3. Timely communicate to the Control Room the status of valve maintenanceactivity for those valves on Regulated Pipelines that are capable of beingoperated by the Control Room.

4. Verify that personnel assigned to operator-qualification tasks for valvemaintenance are qualified to perform those tasks.

C. Plains shall make all repairs necessary to keep valves in good working orderwithin one year of discovery that the valve is not operating as intended, or, if notpossible, Plains shall provide timely notification (including justification) toPHMSA or OSFM as applicable.

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D. For all field personnel who perform maintenance on facilities, equipment, ordevices, Plains shall provide training:

1. Within two years of entry of the CD, that addresses the importance ofcomplying with Plains’ policy requiring notification of Control Roompersonnel before beginning maintenance activities on any such facility,equipment, or device that could change the status of any pump, valve,CPM device, SCADA device, pressure or flow metering or rate that ismonitored by the Control Room. Plains shall include in the training arequirement that employees shall notify the Control Room before enteringa facility to perform maintenance, or, if not possible, immediately afterentering.

E. Plains shall improve existing valve maintenance recordkeeping to includeconfirmation whether the valve has been actually operated during maintenance.

11. Leak Detection

A. Within 90 days after entry of the CD, Plains shall create and maintain a list of itsregulated mainline pipelines, excluding gathering lines and Delivery Lines, toindicate which of the following three rupture-detection methods, if any, are usedon each line: (1) Rate of Change Combination alarm; (2) low discharge pressurealarm; or (3) 5-minute computational pipeline monitoring (CPM) alarm.

1. Within one year after entry of the CD, for any regulated mainline pipelineidentified in the list created pursuant to this paragraph that does not utilizeat least one of the three rupture detection methods, Plains shall implementat least one.

B. For the term of the CD, Plains shall conduct annual training for controllers onattributes and benefits of various methods of leak detection, including AnalogHigh/Low Threshold, Alarm Deadband, Creep Deviation, and Analog Rate ofChange.

C. Within 18 months of entry of the CD, for its CPM systems, Plains shall analyzeand evaluate the use of accumulated deviation rolling time periods longer than 24hours.

1. Plains shall document its analysis and provide it to PHMSA for comment,but Plains shall maintain discretion over what actions to take, if any, andhow to implement the results of its analysis.

D. Within six months of entry of the CD, Plains shall have in place a writtenprocedure for Selection of Leak Detection Method for its Regulated Pipelines.

1. Plains shall provide the Selection of Leak Detection Method procedure toPHMSA for comment, but Plains shall maintain discretion over and be

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responsible for the final content and implementation of the Selection of Leak Detection Method procedure.

E. Plains will hold periodic (at least annual) meetings to solicit feedback fromControl Room and operations maintenance personnel regarding potentialimprovements to leak detection. The results of the meetings will be documentedand shared with appropriate personnel. The recommendations will be evaluatedand documented.

F. Instrumentation and Display

1. To minimize and prevent false operating conditions from being displayed,Plains shall, per API 1175 (Pipeline Leak Detection – ProgramManagement (1st Edition, December 2015)), within three years from entryof the CD or such earlier time as required by regulations:

a. Provide a procedure by which operations maintenance personneland/or Control Room personnel identify and record wheninstrumentation has been impeded on an unplanned basis and is nolonger providing accurate and updated values on pressure, flow, ortemperature due to scheduled or planned maintenance activities.

b. Track these conditions through to resolution, includinginstrumentation relocation when necessary.

12. Control Room Management

A. For Lines 901 and 903, prior to resuming operations on segments currently not inservice or commencing operations on any replacement for those lines, Plainsshall:

1. Complete point-to-point verification reviews for all components of itsSCADA system, including displays, alarm setpoint values, and alarm logdescriptors;

2. Update its piping and instrumentation diagrams, software, manuals, andoperating procedures to accurately reflect the existing field configuration;

3. Confirm that all Lo-Lo and Hi-Hi SCADA alarms are configured andprogrammed as critical safety related alarms for pressures and flows, andthat alert notifications are correct and accurate; and

4. Update the names of all facilities, equipment, devices, measurement pointsand locations in console displays, the Control Room Management Planand Control Center General Procedures, shift reports, and form templatesto reflect current operating conditions (updating or removing out-of-datenames).

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B. For Line 2000, within six months after entry of the CD, Plains shall confirm to theOSFM that all Alarm Descriptors on the control console are accurate.

C. Plains shall implement the Control Room Management Plan measures andControl Center General Procedures measures referenced in paragraph 23(a) of theCD.

13. Emergency Response and Oil Spill Response Plans

A. California-Specific Provisions:

1. Plains shall review and update its Bakersfield District Response Zone Planperiodically, as required by applicable regulations, including 14 CCR816.05. Plains’ review shall include the portions of its Response Plan thataddress identification of culverts along the pipelines’ rights-of-way,potential receptors, access to potential spill sites, and procedures to assureprotection of the environment from oil spills. To the extent that Plains hasa Tactical Response Plan, Plains shall make it available to theGovernments upon reasonable request and as needed in connection with adrill or response to a spill.

B. Company-Wide Provisions

1. Plains shall, at least once before two years from the date of entry of theCD, and at least one additional time prior to termination of the CD, surveyits rights-of-way for all regulated mainline pipelines of at least 24”diameter, by foot or air patrol, to identify all culverts and shall ensure theemergency response plans covering those pipelines (a) reflect the locationsof all culverts identified, and (b) address potential containment andrecovery techniques for spills that may occur near identified culverts.

2. Within 180 days of entry of the CD (or within 180 days of a newemployee being hired, or an existing employee being assigned to relevantduties) Plains shall provide or confirm that it has provided all employeeswho may reasonably be involved in spill response with NIMS ICS trainingat the 100 and 200 levels. Within 180 days of entry of the CD, Plains shallalso provide or confirm that it has provided ICS training at the 300 and400 level to any employee who may reasonably be expected to coordinatewith the Incident Management Team during a spill response. Plains shallprovide refresher training to employees within two years after initialtraining and shall maintain certification of such training and make suchdocuments available to Plaintiffs upon request.

3. Going forward from the date of the CD, Plains shall include in itscontracts with all Oil Spill Response Organizations (OSROs) arequirement that the OSROs’ employees and contract employees receivetraining at the same level specified for Plains employees, based on theirresponsibilities, prior to participating in any incident response on behalf of

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Plains. Plains shall require its OSRO contractors and subcontractors to register with a third-party online compliance verification system and shall use that online verification system to spot-check the NIMS ICS Training histories for randomly-selected OSRO personnel who participate in Plains’ table-top drills. Plains’ spot-check shall include a reasonable number of OSRO personnel participating in the drills to help ensure that all OSRO personnel participating in incident response are trained at the ICS levels specified herein.

4. Within 180 days of entry of the CD, Plains shall provide or confirm that ithas provided all Control Room supervisors with training regarding theControl Room’s emergency response responsibilities and procedures.Plains shall provide this training annually thereafter. Plains shall maintainauditable documentation that supervisors have received such training andshall make such documentation available to PHMSA upon request.

5. Plains shall notify PHMSA (and, for California Lines, California OSPRand OSFM) of company-sponsored and organized drills in accordancewith applicable regulations, including table tops (either with or withoutequipment deployment). Plains shall provide PHMSA (and, for CaliforniaLines, California OSPR and OSFM) with after-action reports for eachtable-top drill involving equipment deployment within 90 days ofcompletion of the drill. Plains shall include lessons learned in such after-action reports and shall consider such lessons learned for incorporationinto future drills or exercises.

6. For the term of the CD, a representative of Plains’ Control Roommanagement team shall participate in any after-action or “hot wash”activity designed to identify areas of improvement following a release, andshall share, in documented form, the information obtained with relevantControl Room personnel.

14. Safety Management System (SMS)

A. Plains shall continue to implement its SMS, which is based on recommendedpractices in American Petroleum Institute (API) RP 1173 (Pipeline SafetyManagement Systems (1st Edition, July 2015)).

1. Prior to the termination of the CD, Plains shall hire a third party to assessthe conformance of its SMS to API RP 1173. Plains shall direct the thirdparty to transmit a copy of the final report to PHMSA. Plains’responsibility under this paragraph shall be limited to engaging the thirdparty to prepare the report and providing the report to PHMSA. Anynonconformance identified by the third party shall not be a violation of theCD.

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B. Plains shall participate in the API Pipeline SMS Group to exchange ideas,information, and lessons learned about implementation of API RP 1173.

15. Drug and Alcohol Program

A. Within one year of entry of the CD, Plains shall review and revise its drug andalcohol misuse plans to comply with post-accident and random drug and alcoholtesting required by 49 C.F.R. §§ 199.105(b), (c), and 49 C.F.R. § 199.225(a).This shall include a review of all covered positions among Control Roompersonnel and field personnel for inclusion in the plans for post-accident testing.Covered positions shall include any person with authority to shut down a pipeline,including Control Room shift supervisors. Plains shall ensure adequateimplementation and documentation for all post-accident drug/alcohol tests asrequired by 49 C.F.R. § 199.117(a)(5) and 49 C.F.R. §§ 199.227(b)(4), (c)(1)(v)and in accordance with its procedures. Should Plains determine that it is notpossible to administer a post-accident drug/alcohol test on a covered employeewhose performance of a covered function either contributed to the accident orcould not be completely discounted as a contributing factor within the timespecified in the regulations, Plains shall document why the test was notadministered within such time.

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Consent Decree

APPENDIX C (Intentionally left blank)

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Consent Decree

APPENDIX D (Remaining Corrective Actions from the

PHMSA CAO)

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APPENDIX D

1. All outstanding corrective actions in PHMSA’s closed CorrectiveAction Order (CAO), CPF No. 5-2015-5011H, as amended, are hereby merged into this Consent Decree, as outlined below, and subject to the sole regulatory oversight of the OSFM.

a. Line 901 Shutdown. Plains shall not operate Line 901 untilauthorized to do so by the OSFM.

b. Restart Plan for Line 901. If Plains seeks to restart Line 901,Plains shall develop and submit, at least 60 days in advance of ascheduled restart, a written Restart Plan for Line 901 to theOSFM for review and approval. Once approved by the OSFM,the Restart Plan shall be incorporated by reference into thisConsent Decree. The Restart Plan shall include:

1) Documentation of the completion of all mandatedactions, and a management of change plan to ensure that allprocedural modifications are incorporated into Plains'operations and maintenance procedures manual;2) Provisions for adequate patrolling of Line 901 during therestart process and shall include incremental pressure increasesduring start-up, with each increment to be held for at least twohours;3) Sufficient surveillance of the pipeline during eachpressure increment to ensure that no leaks are present whenoperation of the line resumes;4) A specific day-light restart that includes advancecommunications with local emergency response officials;5) Master Control Room enhancements, including:

a) Implementation of advanced leak-detection

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capabilities that include mass balance and line pack calculations (the total volume of liquid present in a pipeline section). The leak-detection improvements shall include: 1. Revised alarm threshold adjustments;2. Additional required instrumentation; installation ofadditional safety valves as a result of Plains' EFRDevaluation;

b) Review and update of the alarm set-point values ofpressures and flows to account for hydraulics and theinteraction of topography, pipeline status (running andshutdown), sensor location, and historical pressureand flow values by configuration, in order to providea basic level of leak detection when the pipeline isdown and not running. Dynamic alarm limits basedon pipeline status shall be used if hydraulicallyrequired;

c) Implementation of modifications to the existing alarmpriority/severity system to incorporate low and highpressure and flow values in major or safety-relatedalarm (SRA) categories;

d) Implementation of emergency shutdownprogramming associated with Line 901 that can beexecuted by the Shift Supervisor or Controller;

e) Development and implementation of trainingassociated with the emergency shutdownprogramming described above; and

f) Provision of additional controller training that

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incorporates awareness of abnormal operations and reduced-pressure operational characteristics, including alarm set-point revisions for conditions similar to the Refugio Incident.

6) Elimination and documentation of actions taken toprevent inappropriate uncommanded Valve 460 (SisquocConoco) status and position changes;7) Installation of additional safety valves as a result ofPlains’ EFRD evaluation;8) Installation of additional pressure sensors as a result ofPlains' surge study;9) Initiation of a UT ILI within seven days after steady-stateoperation is achieved in accordance with an ILI scheduleapproved by the OSFM. The tool run shall be initiated duringdaylight hours. If the tool run does not collect a complete dataset, the UT tool shall be promptly re-run. A report from the ILItool vendor shall be completed within 30 days of running thetool. Plains shall complete its review and analysis of the ILIreport within 15 days of receiving the report. Provisions shallbe made to address any immediate repairs that result from aninitial data analysis of the UT ILI run; and10) Corrosion Prevention. Plains shall include a long-termplan to address corrosion under insulation (CUI) on Line 901that meets the requirements of 49 C.F.R. Part 195, Subpart H,in any Restart Plan. Plains may address the inadequatecorrosion prevention through any method approved by theOSFM, including but not limited to the provisions contained inCAO Amendment No. 3, Section 2(a)-(c).

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c. Return to Service of Line 901. After the OSFM approves theRestart Plan, Plains may return Line 901 to service but theoperating pressure shall not exceed eighty percent (80%) of theactual operating pressure in effect immediately prior to theRefugio Incident on May 19, 2015.

d. Removal of Pressure Restriction of Line 901. The OSFM mayallow the removal or modification of the pressure restrictionupon a written request from Plains demonstrating that restoringthe pipeline to its pre-Refugio Incident operating pressure isjustified, based on a reliable engineering analysis showing thatthe pressure increase is safe, considering all known defects,anomalies, and operating parameters of the pipeline. The OSFMmay allow the temporary removal or modification of the pressurerestriction upon a written request from Plains demonstrating thattemporary Preventive and Mitigative (P&M) measures will beimplemented prior to and during the temporary removal ormodification of the pressure restriction. The OSFM’sdetermination shall be based on consideration of the RefugioIncident’s cause and Plains’ evidence that P&M measuresprovide for the safe operation of Line 901 during the temporaryremoval or modification of the pressure restriction.

e. Line 903 Shutdown. After purging Line 903, Plains shall notoperate Line 903 between Gaviota and Pentland stations untilauthorized to do so by the OSFM.

f. Restart Plan for Line 903. If Plains seeks to restart theGaviota-to-Pentland segment of Line 903, Plains shall developand submit, at least 60 days in advance of a scheduled restart, awritten Restart Plan for the Gaviota-to-Pentland segment of Line

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903 to the OSFM for review and approval. Once approved by the OSFM, the Restart Plan shall be incorporated by reference into this Consent Decree. In addition to all the requirements set forth in the above subparagraphs 1.b.1)-11), excluding subparagraph 1.b.6), the Restart Plan shall include:

1) Provisions for adequate patrolling during the restartprocess and the inclusion of incremental pressure increasesduring start-up, with each increment to be held for at least twohours;2) Sufficient surveillance of the pipeline during eachpressure increment to ensure that no leaks are present whenoperation of the line resumes; and3) Provisions for a daylight restart and advancecommunications with local emergency response officials.

g. Line 903 Return to Service. After the OSFM approves theRestart Plan for the Gaviota-to-Pentland segment of Line 903,Plains may return that segment to service, but the operatingpressure shall not exceed eighty percent (80%) of the highestpressure sustained for a continuous 8-hour period between April19, 2015, and May 19, 2015, for Line 903 (Gaviota-to-Sisquocand Sisquoc-to-Pentland segments).

h. Removal of Pressure Restriction for Line 903. After a returnto service, Plains may request the OSFM to remove the pressurerestriction for the Gaviota-to-Pentland segment of Line 903.

1) The OSFM may allow removal or modification of thepressure restriction upon a written request from Plainsdemonstrating that restoring the pipeline to its pre-RefugioIncident operating pressure is justified, based on a reliable

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engineering analysis showing that the pressure increase is safe, considering all known defects, anomalies, and operating parameters of the pipeline. 2) The OSFM may allow the temporary removal ormodification of the pressure restriction upon a written requestfrom Plains demonstrating that temporary P&M measures willbe implemented prior to and during the temporary removal ormodification of the pressure restriction. The OSFM’sdetermination shall be based on consideration of the RefugioIncident’s cause and Plains’ evidence that P&M measuresprovide for the safe operation of Line 903 during the temporaryremoval or modification of the pressure restriction. Requestsfor removal of the pressure restriction may be submitted bypipeline segment.

i. Notifications. Plains shall provide notification to the OSFMwithin five business days of any of the following events: anyinvestigation and remediation field actions for identifiedanomalies (i.e., digs and repairs), ILI tool runs, and/or startupdates.

j. Reporting Requirements for Lines 901 and 903. If and whenPlains has concluded all items in this Appendix D, Plains shallsubmit a final Appendix D Documentation Report to the OSFMfor review and approval.

1) The OSFM may approve the Appendix D DocumentationReport incrementally without approving it in its entirety.2) Once approved by the OSFM, the Appendix DDocumentation Report shall be incorporated by reference intothis Consent Decree.

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3) The Appendix D Documentation Report shall include butnot be limited to:

A. Table of Contents;B. [intentionally left blank.]C. [intentionally left blank.]D. Summary of all tests, inspections, assessments,evaluations, and analysis to the extent required underthis Appendix D;E. [intentionally left blank.]F. [intentionally left blank.]G. Lessons learned while fulfilling the requirementsof this Appendix D.

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